Exhibit 10(gg)


    Exhibit 10(gg)

     

     

    EXECUTION
      COPY


     

     

    TRANSACTION
      AGREEMENT 

     

    BY
      AND BETWEEN 

     

    SWISS
      REINSURANCE COMPANY


     

    AND


     

    GENERAL
      ELECTRIC COMPANY


     

     

    

     

     

    November
      18, 2005 

    
    

    

    TABLE
      OF CONTENTS


     

    
      	
            	
            	
            	
            	
            
	 	    	 	  	Page

              

            
	ARTICLE
              I DEFINITIONS	  	2
	
            	
            	
            
	
              1.1

            	    	Certain
              Definitions	  	2
	
            	
            
	
              ARTICLE
                II PURCHASE AND SALE
                OF PURCHASED EQUITY AND

                          TRANSFERRED
                ASSETS; ASSUMPTION OF LIABILITIES

            	  	13
	
            	
            	
            
	
              2.1

            	    	Purchase
              and Sale of the Purchased Equity	  	13
	
            	
            	
            
	
              2.2

            	    	Purchase
              and Sale of Transferred Assets	  	13
	
            	
            	
            
	
              2.3

            	    	Assumed
              Liabilities; Excluded Liabilities	  	16
	
            	
            	
            
	
              2.4

            	    	Other
              Agreements	  	16
	
            	
            	
            
	
              2.5

            	    	Certain
              GE Records	  	17
	
            	
            
	ARTICLE
              III PURCHASE PRICE	  	17
	
            	
            	
            
	
              3.1

            	    	Purchase
              Price.	  	17
	
            	
            	
            
	
              3.2

            	    	Payment
              of Purchase Price	  	21
	
            	
            	
            
	
              3.3

            	    	Valuation
              of Purchased Equity.	  	22
	
            	
            	
            
	
              3.4

            	    	Post-Closing
              Purchase Price Adjustment.	  	23
	
            	
            	
            
	
              3.5

            	    	Interim
              Earnings.	  	25
	
            	
            	
            
	
              3.6

            	    	Purchase
              Price Allocation.	  	27
	
            	
            	
            
	
              3.7

            	    	Payment
              of Cash.	  	27
	
            	
            	
            
	
              3.8

            	    	Anti-Dilution
              Provisions	  	27
	
            	
            	
            
	
              3.9

            	    	Other
              Adjustment Verifications	  	30
	
            	
            
	ARTICLE
              IV CLOSING	  	30
	
            	
            	
            
	
              4.1

            	    	Closing
              Dates	  	30
	
            	
            	
            
	
              4.2

            	    	Closing
              of New Acquiror Shares	  	30
	
            	
            	
            
	
              4.3

            	    	Transferors’
Deliveries
              at Closings	  	32
	
            	
            	
            
	
              4.4

            	    	Acquiror’s
              Deliveries at Closing	  	33


    

    
    

    

    TABLE
      OF CONTENTS 

    (continued)


     

    
      	
            	
            	
            	
            	
            
	 	    	 	  	Page

              

            
	ARTICLE
              V REPRESENTATIONS AND WARRANTIES OF GE	  	34
	
            	
            	
            
	
              5.1

            	    	Organization
              and Good Standing	  	34
	
            	
            	
            
	
              5.2

            	    	Authorization	  	35
	
            	
            	
            
	
              5.3

            	    	No
              Conflicts	  	35
	
            	
            	
            
	
              5.4

            	    	Consents
              and Approvals	  	36
	
            	
            	
            
	
              5.5

            	    	Capitalization	  	36
	
            	
            	
            
	
              5.6

            	    	Title
              and Transfer of Purchased Equity and Transferred Assets	  	37
	
            	
            	
            
	
              5.7

            	    	Insurance
              Subsidiaries	  	37
	
            	
            	
            
	
              5.8

            	    	Business
              Financial Statements	  	37
	
            	
            	
            
	
              5.9

            	    	Business
              SAP Statements	  	38
	
            	
            	
            
	
              5.10

            	    	No
              Undisclosed Liabilities	  	39
	
            	
            	
            
	
              5.11

            	    	Absence
              of Certain Developments	  	39
	
            	
            	
            
	
              5.12

            	    	Intellectual
              Property	  	40
	
            	
            	
            
	
              5.13

            	    	Material
              Contracts	  	40
	
            	
            	
            
	
              5.14

            	    	Employment
              and Employee Benefits Plans	  	42
	
            	
            	
            
	
              5.15

            	    	Litigation	  	43
	
            	
            	
            
	
              5.16

            	    	Compliance
              with Laws; Permits	  	44
	
            	
            	
            
	
              5.17

            	    	Environmental
              Matters	  	45
	
            	
            	
            
	
              5.18

            	    	Sufficiency
              of Assets	  	45
	
            	
            	
            
	
              5.19

            	    	Reserves	  	45
	
            	
            	
            
	
              5.20

            	    	Investment
              Intention	  	45
	
            	
            	
            
	
              5.21

            	    	Financial
              Advisors	  	46
	
            	
            	
            
	
              5.22

            	    	Material
              Insurance Contracts	  	46
	
            	
            	
            
	
              5.23

            	    	Portfolio
              Investments	  	47


    

     

    ii


    
    

    

    TABLE
      OF CONTENTS 

    (continued)


     

    
      	
            	
            	
            	
            	
            
	 	    	 	  	Page

              

            
	
              5.24

            	    	Real
              Property	  	47
	
            	
            	
            
	
              5.25

            	    	Investment
              Company	  	47
	
            	
            	
            
	
              5.26

            	    	Internal
              Controls	  	47
	
            	
            	
            
	
              5.27

            	    	Books
              and Records	  	48
	
            	
            	
            
	
              5.28

            	    	Non-Traditional
              Products	  	48
	
            	
            	
            
	
              5.29

            	    	Indebtedness	  	48
	
            	
            	
            
	
              5.30

            	    	Selected
              Matters	  	48
	
            	
            	
            
	
              5.31

            	    	No
              Other Representations or Warranties	  	48
	
            	
            
	ARTICLE
              VI REPRESENTATIONS AND WARRANTIES OF ACQUIROR	  	49
	
            	
            	
            
	
              6.1

            	    	Organization
              and Corporate Existence	  	49
	
            	
            	
            
	
              6.2

            	    	Authorization
              of Agreement; Voting Requirements	  	50
	
            	
            	
            
	
              6.3

            	    	No
              Conflicts	  	50
	
            	
            	
            
	
              6.4

            	    	Consents
              and Approvals	  	51
	
            	
            	
            
	
              6.5

            	    	Capitalization	  	51
	
            	
            	
            
	
              6.6

            	    	Issuance
              and Transfer of New Acquiror Shares and Acquiror
              Convertible Instruments	  	52
	
            	
            	
            
	
              6.7

            	    	Acquiror
              Financial Statements	  	52
	
            	
            	
            
	
              6.8

            	    	Share
              Price and Disclosure of Price-Sensitive Facts	  	52
	
            	
            	
            
	
              6.9

            	    	No
              Undisclosed Liabilities	  	53
	
            	
            	
            
	
              6.10

            	    	Absence
              of Certain Developments	  	53
	
            	
            	
            
	
              6.11

            	    	Litigation	  	53
	
            	
            	
            
	
              6.12

            	    	Compliance
              with Laws	  	53
	
            	
            	
            
	
              6.13

            	    	Investment
              Intention	  	54
	
            	
            	
            
	
              6.14

            	    	Financial
              Advisors	  	54
	
            	
            	
            
	
              6.15

            	    	Financial
              Capability	  	54


    

     

    iii


    
    

    

    TABLE
      OF CONTENTS 

    (continued)


     

    
      	
            	
            	
            	
            	
            
	 	    	 	  	Page

              

            
	
              6.16

            	    	Internal
              Controls	  	54
	
            	
            	
            
	
              6.17

            	    	Tax	  	54
	
            	
            	
            
	
              6.18

            	    	Investigation	  	54
	
            	
            
	ARTICLE
              VII COVENANTS	  	55
	
            	
            	
            
	
              7.1

            	    	Conduct
              of Business Pending the Closing	  	55
	
            	
            	
            
	
              7.2

            	    	Access
              to Information	  	58
	
            	
            	
            
	
              7.3

            	    	Preservation
              of Books and Records	  	60
	
            	
            	
            
	
              7.4

            	    	Confidentiality	  	60
	
            	
            	
            
	
              7.5

            	    	Regulatory
              and Other Authorizations; Consents	  	60
	
            	
            	
            
	
              7.6

            	    	Insurance	  	62
	
            	
            	
            
	
              7.7

            	    	Reserves	  	63
	
            	
            	
            
	
              7.8

            	    	Intercompany
              Arrangements	  	63
	
            	
            	
            
	
              7.9

            	    	Non-Competition	  	63
	
            	
            	
            
	
              7.10

            	    	Termination
              of Rights to the GE Name and GE Marks.	  	66
	
            	
            	
            
	
              7.11

            	    	Letters
              of Credit; Other Obligations	  	67
	
            	
            	
            
	
              7.12

            	    	Acquiror
              Shareholder Meeting	  	68
	
            	
            	
            
	
              7.13

            	    	Acquiror
              Financing	  	69
	
            	
            	
            
	
              7.14

            	    	Additional
              Financial Statements	  	70
	
            	
            	
            
	
              7.15

            	    	Further
              Action	  	71
	
            	
            	
            
	
              7.16

            	    	Tax
              Matters	  	71
	
            	
            	
            
	
              7.17

            	    	Notice
              of Developments	  	71
	
            	
            	
            
	
              7.18

            	    	Closing
              Payments	  	71
	
            	
            	
            
	
              7.19

            	    	ERC
              Retrocession Agreement	  	72
	
            	
            	
            
	
              7.20

            	    	Guarantees	  	72


    

     

    iv


    
    

    

    TABLE
      OF CONTENTS 

    (continued)


     

    
      	
            	
            	
            	
            	
            
	 	    	 	  	Page

              

            
	
              7.21

            	    	Standstill	  	73
	
            	
            	
            
	
              7.22

            	    	Consultation
              with Employee Representatives.	  	73
	
            	
            	
            
	
              7.23

            	    	Additional
              Agreements	  	73
	
            	
            	
            
	
              7.24

            	    	Cooperation
              Regarding Opinions.	  	74
	
            	
            	
            
	
              7.25

            	    	Acquiror
              Convertible Instruments	  	74
	
            	
            
	ARTICLE
              VIII CONDITIONS TO CLOSING	  	74
	
            	
            	
            
	
              8.1

            	    	Conditions
              Precedent to Obligations of Acquiror at the Initial
              Closing	  	74
	
            	
            	
            
	
              8.2

            	    	Conditions
              Precedent to Obligations of GE at the Initial
              Closing	  	76
	
            	
            	
            
	
              8.3

            	    	Conditions
              Precedent to Obligations of Acquiror at the Final
              Closing	  	77
	
            	
            	
            
	
              8.4

            	    	Conditions
              Precedent to Obligations of GE at the Final
              Closing	  	79
	
            	
            	
            
	
              8.5

            	    	Frustration
              of Closing Conditions	  	80
	
            	
            	
            
	
              8.6

            	    	Conditions
              Subsequent	  	80
	
            	
            
	ARTICLE
              IX TERMINATION	  	81
	
            	
            	
            
	
              9.1

            	    	Termination
              of Agreement	  	81
	
            	
            	
            
	
              9.2

            	    	Procedure
              Upon Termination	  	81
	
            	
            	
            
	
              9.3

            	    	Effect
              of Termination	  	82
	
            	
            	
            
	
              9.4

            	    	Expenses
              upon Termination	  	82
	
            	
            
	ARTICLE
              X INDEMNIFICATION	  	83
	
            	
            	
            
	
              10.1

            	    	Indemnification
              by GE	  	83
	
            	
            	
            
	
              10.2

            	    	Indemnification
              by Acquiror	  	84
	
            	
            	
            
	
              10.3

            	    	Notification
              of Claims	  	85
	
            	
            	
            
	
              10.4

            	    	Exclusive
              Remedies	  	86
	
            	
            	
            
	
              10.5

            	    	Additional
              Indemnification Provisions	  	86
	
            	
            	
            
	
              10.6

            	    	Mitigation	  	87


    

     

    v


    
    

    

    TABLE
      OF CONTENTS 

    (continued)


     

    
      	
            	
            	
            	
            	
            
	 	    	 	  	Page

              

            
	
              10.7

            	    	Indemnification
              for Taxes	  	87
	
            	
            	
            
	
              10.8

            	    	Survival	  	87
	
            	
            
	ARTICLE
              XI MISCELLANEOUS	  	87
	
            	
            	
            
	
              11.1

            	    	Reserves	  	87
	
            	
            	
            
	
              11.2

            	    	Expenses	  	88
	
            	
            	
            
	
              11.3

            	    	Notices	  	88
	
            	
            	
            
	
              11.4

            	    	Public
              Announcements	  	89
	
            	
            	
            
	
              11.5

            	    	Severability	  	89
	
            	
            	
            
	
              11.6

            	    	Entire
              Agreement	  	89
	
            	
            	
            
	
              11.7

            	    	Assignment	  	89
	
            	
            	
            
	
              11.8

            	    	No
              Third-Party Beneficiaries	  	89
	
            	
            	
            
	
              11.9

            	    	Licenses.	  	90
	
            	
            	
            
	
              11.10

            	    	Amendment	  	90
	
            	
            	
            
	
              11.11

            	    	Dispute
              Resolution	  	90
	
            	
            	
            
	
              11.12

            	    	Governing
              Law; Submission to Jurisdiction; Waivers	  	90
	
            	
            	
            
	
              11.13

            	    	Disclosure
              Letter	  	91
	
            	
            	
            
	
              11.14

            	    	Rules
              of Construction	  	91
	
            	
            	
            
	
              11.15

            	    	Counterparts	  	92
	
            	
            	
            
	
              11.16

            	    	Specific
              Performance	  	92
	
            	
            	
            
	
              11.17

            	    	Conflicts	  	92


    

     

     

    vi


    
    

    

    
      	
            	
            	
            
	Exhibits

              

            	  	 
	Exhibit A	  	Purchased
              Equity, Purchased Subsidiaries and Acquired
              Subsidiaries
	
            	
            
	Exhibit
              B	  	Asset
              Sellers
	
            	
            
	Exhibit
              C	  	Terms
              of Acquiror Convertible Instruments
	
            	
            
	Exhibit
              D	  	Intentionally
              Omitted
	
            	
            
	Exhibit
              E	  	Intentionally
              Omitted
	
            	
            
	Exhibit
              F	  	Form
              of Intellectual Property Cross License Agreement
	
            	
            
	Exhibit
              G	  	Form
              of Shareholding Agreement
	
            	
            
	Exhibit
              H	  	Form
              of Transition Trademark License Agreement
	
            	
            
	Exhibit
              I	  	Form
              of Retrocession Agreement
	
            	
            
	Exhibit J-1	  	List
              of GE Transition Services
	
            	
            
	Exhibit
              J-2	  	List
              of Polaris Transition Services
	
            	
            
	Exhibit
              K	  	Management
              Services Agreement Term Sheet
	
            	
            
	Exhibit
              L	  	Required
              Consents and Approvals
	
            	
            
	Exhibit
              M	  	Form
              of Notes


    

     

    vii


    
    

    

    INDEX
      TERMS


     

    
      	
            	
            	
            
	 	  	Page

              

            
	
              2005
                Financial
                Statements

            	  	70
	
              Acquired
                Subsidiaries

            	  	2
	
              Acquiror

            	  	1
	
              Acquiror
                Board
                Recommendation

            	  	50
	
              Acquiror
                Convertible
                Instruments

            	  	2
	
              Acquiror
                Disclosure
                Letter

            	  	2
	
              Acquiror
                Financial
                Statements

            	  	52
	
              Acquiror
                Financing

            	  	2
	
              Acquiror
                Indemnified
                Parties

            	  	83
	
              Acquiror
                Insurance
                Contracts

            	  	2
	
              Acquiror
                Material Adverse
                Effect

            	  	2
	
              Acquiror
                Reinsurance
                Agreements

            	  	3
	
              Acquiror
                Shareholder
                Meeting

            	  	68
	
              Acquiror
                Shares

            	  	51
	
              Action

            	  	3
	
              Additional
                Financial
                Statements

            	  	71
	
              Adjusted
                Allocation
                Schedule

            	  	3
	
              Adjustment
                Ceiling

            	  	20
	
              Adjustment
                Review
                Period

            	  	23
	
              Adjustment
                Statement

            	  	20
	
              Advance
                Election
                Payment

            	  	21
	
              Affiliate

            	  	3
	
              After-Acquired
                Business

            	  	64
	
              After-Acquired
                Company

            	  	64
	
              After-Tax
                Basis

            	  	3
	
              Agreement

            	  	1
	
              Allocation
                Schedule

            	  	27
	
              Antitrust
                Laws

            	  	61
	
              Asset
                Buyers

            	  	1
	
              Asset
                Sellers

            	  	1
	
              Asset
                Sellers Reinsurance
                Agreements

            	  	4
	
              Asset
                Sellers Retrocession
                Agreements

            	  	4
	
              Asset
                Transfer
                Agreement

            	  	4
	
              Assumed
                Liabilities

            	  	16
	
              Audited
                Business Financial
                Statements

            	  	38
	
              Balance
                Sheet

            	  	38
	
              Base
                Purchase
                Price

            	  	17
	
              Binding
                Producer
                Agreement

            	  	4
	
              Business

            	  	1
	
              Business
                Day

            	  	4
	
              Business
                Employee

            	  	4
	
              Business
                Financial
                Information

            	  	70
	
              Business
                Intellectual
                Property

            	  	4


    

     

    viii


    
    

    

    
      	
            	
            	
            
	
              Business
                Material Adverse
                Effect

            	  	4
	
              Business
                SAP
                Statements

            	  	38
	
              Business
                Technology

            	  	5
	
              Business
                Trademarks

            	  	5
	
              Capital
                Increases

            	  	5
	
              Capital
                Maintenance
                Agreements

            	  	5
	
              Capital
                Markets
                Activity

            	  	64
	
              Class
                C Stock

            	  	5
	
              Closing
                Date
                Statement

            	  	23
	
              Closings

            	  	30
	
              Code

            	  	5
	
              Confidential
                Data

            	  	59
	
              Confidentiality
                Agreement

            	  	60
	
              Consolidated
                Financial
                Statements

            	  	6
	
              Consultation
                Period

            	  	24
	
              Contract

            	  	5
	
              Control

            	  	5
	
              Copyrights

            	  	5
	
              Court
                Orders

            	  	6
	
              Covered
                Business

            	  	64
	
              Current
                Market
                Price

            	  	6
	
              De
                Minimis
                Business

            	  	64
	
              Default
                Recovery
                Activities

            	  	64
	
              Dispute

            	  	90
	
              Earnings

            	  	6
	
              Earnings
                Consultation
                Period

            	  	26
	
              Earnings
                Review
                Period

            	  	25
	
              Election

            	  	21
	
              Employee
                Matters
                Agreement

            	  	1
	
              Employee
                Plans

            	  	42
	
              Environmental
                Law

            	  	6
	
              Environmental
                Permit

            	  	6
	
              Equity
                Buyers

            	  	1
	
              Equity
                Sellers

            	  	1
	
              Equity
                Transfer
                Agreement

            	  	6
	
              ERAC

            	  	6
	
              ERC

            	  	6
	
              ERISA

            	  	6
	
              Estimated
                Adjustment
                Statement

            	  	21
	
              Estimated
                Earnings

            	  	26
	
              Excluded
                Assets

            	  	15
	
              Excluded
                Business

            	  	6
	
              Excluded
                Liabilities

            	  	16
	
              Executive
                Agreements

            	  	42
	
              Existing
                Business
                Activities

            	  	65
	
              Final
                Adjustment
                Payment

            	  	24


    

     

    ix


    
    

    

    
      	
            	
            	
            
	
              Final
                Closing

            	  	30
	
              Final
                Closing
                Date

            	  	30
	
              Final
                Closing Polaris
                Companies

            	  	18
	
              Final
                Earnings

            	  	26
	
              Final
                Purchase
                Price

            	  	24
	
              Financial
                Services
                Business

            	  	65
	
              Financing

            	  	65
	
              Foreign
                Benefit
                Plans

            	  	42
	
              Form
                Employment
                Agreements

            	  	42
	
              FSA

            	  	51
	
              GAAP

            	  	7
	
              GE

            	  	1
	
              GE
                Commercial Paper
                Rate

            	  	7
	
              GE
                Disclosure
                Letter

            	  	7
	
              GE
                Indemnified
                Parties

            	  	84
	
              GE
                Insurance
                Subsidiaries

            	  	37
	
              GE
                Insurance
                Subsidiary

            	  	37
	
              GE
                ISC

            	  	7
	
              GE
                Name and GE
                Marks

            	  	66
	
              GE
                Transition
                Services

            	  	73
	
              GECC
                Commercial Paper
                Rate

            	  	7
	
              Governmental
                Authority

            	  	7
	
              Hazardous
                Materials

            	  	7
	
              HSR
                Act

            	  	7
	
              Indebtedness

            	  	7
	
              Indemnified
                Party

            	  	85
	
              Indemnifying
                Party

            	  	85
	
              Independent
                Accountant

            	  	7
	
              Independent
                Expert

            	  	22
	
              Initial
                Closing

            	  	30
	
              Initial
                Closing
                Date

            	  	30
	
              Initial
                Closing Polaris
                Companies

            	  	17
	
              Insurance
                Liabilities

            	  	8
	
              Insurance
                Policies

            	  	8
	
              Intellectual
                Property

            	  	8
	
              Intellectual
                Property Cross
                License Agreement

            	  	8
	
              Interim
                Earnings
                Statement

            	  	25
	
              International
                Tax Matters
                Agreement

            	  	1
	
              IRS

            	  	8
	
              Knowledge
                of
                Acquiror

            	  	8
	
              Knowledge
                of
                GE

            	  	8
	
              Latest
                Agreed
                Earnings

            	  	26
	
              Law

            	  	8
	
              Leased
                Real
                Property

            	  	8
	
              Leasing

            	  	65
	
              Liability

            	  	8


    

     

    x


    
    

    

    
      	
            	
            	
            
	
              Lien

            	  	8
	
              List

            	  	16
	
              Lloyd’s

            	  	8
	
              Losses

            	  	8
	
              Lower
                Collar

            	  	11
	
              Management
                Services
                Agreement

            	  	74
	
              Material
                Contracts

            	  	40
	
              Material
                Insurance
                Contracts

            	  	46
	
              Material
                Leases

            	  	47
	
              Measurement
                Price

            	  	29
	
              Net
                Reserves

            	  	9
	
              New
                Acquiror
                Shares

            	  	9
	
              Notes

            	  	72
	
              Notice
                of Adjustment
                Disagreement

            	  	23
	
              Notice
                of Earnings
                Disagreement

            	  	25
	
              NYAG

            	  	44
	
              OPH

            	  	1
	
              OPH
                Asset
                Buyer

            	  	1
	
              Order

            	  	9
	
              Other
                Financial Services
                Activities

            	  	65
	
              Other
                Insurance

            	  	66
	
              Owned
                Real
                Property

            	  	9
	
              Parent
                Plans

            	  	42
	
              Patents

            	  	9
	
              Permits

            	  	9
	
              Permitted
                Liens

            	  	9
	
              Person

            	  	10
	
              Polaris
                Companies

            	  	10
	
              Polaris
                Companies Insurance
                Contracts

            	  	10
	
              Polaris
                Companies Reinsurance
                Agreements

            	  	10
	
              Polaris
                Companies Retrocession
                Agreements

            	  	10
	
              Purchase
                Price

            	  	17
	
              Purchased
                Equity

            	  	1
	
              Purchased
                Subsidiaries

            	  	1
	
              Real
                Properties

            	  	45
	
              Reference
                Adjustment
                Statement

            	  	20
	
              Reference
                Balance
                Sheet

            	  	20
	
              Reference
                Earnings
                Statement

            	  	25
	
              Reinsurance
                Liabilities

            	  	10
	
              Reinsurer

            	  	72
	
              Related
                Agreements

            	  	10
	
              Representative

            	  	10
	
              Required
                Acquiror
                Vote

            	  	50
	
              Reserves

            	  	10
	
              Retrocession
                Agreement

            	  	72
	
              Return
                Payment

            	  	21


    

     

    xi


    
    

    

    
      	
            	
            	
            
	
              SAP

            	  	11
	
              SEC

            	  	48
	
              Securities
                Act

            	  	45
	
              Securities
                Activity

            	  	66
	
              Shareholder
                New Acquiror
                Shares

            	  	11
	
              Shareholding
                Agreement

            	  	11
	
              SIS

            	  	11
	
              Software

            	  	11
	
              Stock
                Percentage

            	  	21
	
              Stock
                Price

            	  	11
	
              Stub
                Period
                Earnings

            	  	26
	
              Stub
                Period Earnings
                Statement

            	  	25
	
              Subsidiary

            	  	11
	
              Subsidiary
                Plans

            	  	42
	
              Swiss
                Code of
                Obligations

            	  	11
	
              Swiss
                GAAP FER

            	  	11
	
              Tax

            	  	11
	
              Tax
                Matters
                Agreement

            	  	1
	
              Tax
                Returns

            	  	12
	
              Taxes

            	  	11
	
              Technology

            	  	12
	
              Third
                Party
                Claim

            	  	85
	
              Trademarks

            	  	12
	
              Transaction
                Agreements

            	  	12
	
              Transferors

            	  	12
	
              Transferors’
                LCs

            	  	67
	
              Transferred
                Assets

            	  	14
	
              Transferred
                Employees

            	  	12
	
              Transition
                Committee

            	  	59
	
              Transition
                Services
                Agreement

            	  	73
	
              Transition
                Trademark License
                Agreement

            	  	12
	
              U.S.
                Employee
                Plans

            	  	42
	
              U.S.
                Parent
                Plans

            	  	42
	
              U.S.
                Subsidiary
                Plans

            	  	42
	
              UK
                Asset Purchase
                Agreements

            	  	2
	
              UK
                Tax Matters
                Agreement

            	  	12
	
              UK
                Transfer
                Schemes

            	  	12
	
              Unaudited
                Business Financial
                Statements

            	  	38
	
              Upper
                Collar

            	  	11
	
              WGM
                Offices

            	  	30


    

     

     

    xii


    
    

    

    TRANSACTION
      AGREEMENT 

     

    This
      TRANSACTION AGREEMENT (this
“Agreement”) is entered into on November 18, 2005, by and between General
      Electric Company, a New York corporation (“GE”), and Swiss Reinsurance
      Company, a corporation organized and existing under the laws of Switzerland
      (“Acquiror”). 

     

    W
      I T N E S S E T H:


     

    WHEREAS,
      certain of the Subsidiaries
      (as defined below) of GE are engaged in the business of marketing, issuing,
      underwriting, selling and administering (a) property and casualty insurance
      products and services, (b) property and casualty reinsurance products and
      services, (c) life and health reinsurance products and services and (d) risk
      management and loss control services (such business, as conducted by the Polaris
      Companies (as defined below), but excluding the Excluded Business (as defined
      below) is referred to herein as the “Business”); 

     

    WHEREAS,
      certain of the Subsidiaries
      of GE set forth on Exhibit A hereto (the “Equity Sellers”) desire
      to sell to Acquiror and certain of the Subsidiaries of Acquiror (the “Equity
      Buyers”), and the Equity Buyers desire to purchase from the Equity Sellers,
      all of the outstanding shares of capital stock (or equivalent equity interests)
      of certain indirect Subsidiaries of GE set forth on Exhibit A hereto (the
“Purchased Subsidiaries”) owned by the Equity Sellers (the “Purchased
      Equity”) upon the terms and conditions hereinafter set forth; 

     

    WHEREAS,
      (a) certain of the indirect
      Subsidiaries of GE set forth on Exhibit B hereto (the “Asset
      Sellers”) desire to sell to certain of the Subsidiaries of Acquiror (the
“Asset Buyers”), and the Asset Buyers desire to purchase from the Asset
      Sellers, all of the assets of each Asset Seller, other than certain excluded
      assets, and (b) the Asset Sellers desire to have the Asset Buyers assume, and
      each Asset Buyer is willing to assume, all of the liabilities of each Asset
      Seller, other than certain excluded liabilities; 

     

    WHEREAS,
      as part of such sale and
      assumption, each Asset Seller desires to transfer by novation or otherwise
      to
      the applicable Asset Buyer that portion of the Business consisting of Asset
      Sellers Reinsurance Agreements (as defined below), Asset Sellers Retrocession
      Agreements (as defined below) and Insurance Policies (as defined below) of
      each
      such Asset Seller; 

     

    WHEREAS,
      (a) OP Holdings, LLC
      (“OPH”) desires to sell to a Subsidiary of Acquiror (the “OPH Asset
      Buyer”), and the OPH Asset Buyer desires to purchase from OPH, all of the
      assets of OPH, other than certain excluded assets, and (b) OPH desires to have
      the OPH Asset Buyer assume, and OPH Asset Buyer is willing to assume, all of
      the
      liabilities of OPH, other than certain excluded liabilities; 

     

    WHEREAS,
      simultaneously with the
      execution and delivery of this Agreement, GE is entering into agreements with
      Acquiror with respect to United States Tax matters (the “Tax Matters
      Agreement”), other international Tax matters (the “International Tax
      Matters Agreement”) and employee matters (the “Employee Matters
      Agreement”); 

    
    

    

    WHEREAS,
      as soon as practicable and
      in any event within thirty (30) days of the date of this Agreement, the Asset
      Sellers and the Asset Buyers will each enter into the relevant agreements for
      the purchase of certain assets and the assumption of certain liabilities in
      the
      United Kingdom (the “UK Asset Purchase Agreements”); and 

     

    WHEREAS,
      certain terms used in this
      Agreement are defined in Article I. 

     

    NOW,
      THEREFORE, in consideration of
      the premises and the mutual covenants and agreements hereinafter contained,
      the
      parties hereby agree as follows: 

     

    ARTICLE
      I 

     

    DEFINITIONS


     

    1.1
Certain
      Definitions.


     

    For
      purposes of this Agreement, the
      following terms shall have the meanings specified in this Section 1.1:


     

    “Acquired
      Subsidiaries”
means, collectively, the Purchased Subsidiaries and certain indirect
      Subsidiaries of GE set forth on Exhibit A hereto. 

     

    “Acquiror
      Convertible
      Instruments” means registered non-voting mandatorily convertible instrument
      of Acquiror or of a Subsidiary of Acquiror reasonably acceptable to GE
      convertible into registered shares of Acquiror of CHF 0.10 nominal value each
      having the terms set forth in Exhibit C; provided, however,
      that, upon at least sixty (60) days’ notice prior to the Initial Closing,
      Acquiror shall be entitled to substitute a different instrument for such
      convertible instrument so long as (i) such substitute instrument can be resold
      by the Equity Sellers for $500 million (before underwriting spread on such
      resale) and (ii) the substitution of such instrument would not prevent GE from
      obtaining the opinions contemplated by Section 8.2(i) or (j).


     

    “Acquiror
      Disclosure Letter”
means the disclosure letter delivered by Acquiror to GE simultaneously
      with the
      execution of this Agreement. 

     

    “Acquiror
      Financing” means
      the sale of securities by Acquiror for the purpose of obtaining cash sufficient
      to pay the cash portion of the Purchase Price. 

     

    “Acquiror
      Insurance
      Contracts” means all policies, binders, slips and other Contracts of
      insurance (other than reinsurance and retrocession agreements), including
      endorsements, riders and amendments thereto, issued or administered by Acquiror
      or its Affiliates in connection with its or their business. 

     

    “Acquiror
      Material Adverse
      Effect” means a material adverse effect on the business, properties, assets,
      liabilities, results of operations or financial condition of Acquiror and its
      Subsidiaries taken as a whole, other than any adverse effect arising out of,
      resulting from or attributable to (a) changes in conditions in the United States
      or global economy or capital or financial markets generally, including changes
      in interest or exchange rates, to the extent that such changes do not have
      a
      materially disproportionate effect on Acquiror and its Subsidiaries


     

    2


    
    

    

    taken
      as a whole, (b) changes in Law
      or in legal, regulatory, political, economic or business trends or conditions
      that, in each case, generally affect the industries in which Acquiror and its
      Subsidiaries conduct business, to the extent that such changes do not have
      a
      materially disproportionate effect on Acquiror and its Subsidiaries taken as
      a
      whole, (c) changes in Swiss GAAP FER or regulatory accounting principles,
      including SAP, after the date of this Agreement, (d) the announcement of this
      Agreement or the consummation of the transactions contemplated hereby, (e)
      any
      increase in (i) the reserves, funds or provisions of Acquiror or any of its
      Subsidiaries for losses, claims, premiums, policy benefits and expenses,
      including unearned premium reserves, reserves for incurred losses, technical
      reserves, incurred loss adjustment expenses, incurred but not reported losses
      and loss adjustment expenses, in respect of insurance, reinsurance and
      retrocession Contracts issued, reinsured or assumed by Acquiror or any of its
      Subsidiaries or (ii) the reserve for uncollectible reinsurance, or any write
      off
      of premium receivables or reinsurance recoverable assets as uncollectible,
      of
      Acquiror’s business, (f) any change in the market price of Acquiror’s shares
      (provided that this clause (f) shall not be construed as providing that the
      change, event, occurrence or state of facts giving rise to such change does
      not
      constitute or contribute to an Acquiror Material Adverse Effect), and (g) claims
      made under Acquiror Insurance Contracts or Acquiror Reinsurance Agreements
      related to (1) acts of war, sabotage or terrorism and (2) hurricanes,
      earthquakes, floods or other natural disasters. 

     

    “Acquiror
      Reinsurance
      Agreements” means, collectively, all policies, treaties, facultative
      certificates, binders, slips and other Contracts of reinsurance or retrocession
      and all binding quotations written by or on behalf of Acquiror or its
      Subsidiaries as reinsurer or retrocessionaire (including all supplements,
      endorsements and riders thereto and all ancillary agreements in connection
      therewith) that were issued by Acquiror or its Subsidiaries prior to the Final
      Closing. 

     

    “Action”
means
      any claim,
      action, suit, arbitration, inquiry, proceeding or investigation (whether civil,
      criminal, administrative or investigative) by or before any Governmental
      Authority. 

     

    “Adjusted
      Allocation
      Schedule” means an updated Allocation Schedule based on the Allocation
      Schedule set forth in Section 3.6 of the GE Disclosure Letter to reflect
      the adjustments to the Base Purchase Price first, to the Asset Sellers, OPH
      and
      the Equity Sellers to the extent such adjustments can be identified with
      particular Asset Sellers, OPH and Equity Sellers, and second, the remaining
      adjustments to the Base Purchase Price, which shall be allocated pro rata
      in accordance with the Allocation Schedule. 

     

    “Affiliate”
means,
      with
      respect to any specified Person, any other Person that, at the time of
      determination, directly or indirectly through one or more intermediaries,
      Controls, is Controlled by or is under common Control with such specified
      Person; provided, however, that for purposes of this Agreement,
      neither Genworth Financial, Inc. nor any of its Subsidiaries shall be deemed
      an
      Affiliate of GE, the Transferors or the Acquired Subsidiaries. 

     

    “After-Tax
      Basis” has the
      meaning specified in the Tax Matters Agreement. 

     

    3


    
    

    

    “Asset
      Sellers Reinsurance
      Agreements” means, collectively, all policies, treaties, facultative
      certificates, binders, slips and other Contracts of reinsurance or retrocession
      and all binding quotations written by or on behalf of the Asset Sellers (or
      by a
      predecessor company to the Asset Sellers and subsequently transferred to the
      Asset Sellers) as reinsurer or retrocessionaire (including all supplements,
      endorsements and riders thereto and all ancillary agreements in connection
      therewith) that were issued by the Asset Sellers (or such predecessor company)
      prior to the Initial Closing. 

     

    “Asset
      Sellers Retrocession
      Agreements” means all agreements pursuant to which any portion of the
      Liabilities of the business of the Asset Sellers is or has been reinsured or
      retroceded. 

     

    “Asset
      Transfer Agreement”
means an asset transfer agreement between OPH and OPH Asset Buyer providing
      for
      the transfer of certain assets to and the assumption of certain liabilities
      by
      OPH Asset Buyer, in a form to be agreed to between GE and Acquiror.


     

    “Binding
      Producer Agreement”
means all Contracts (other than direct insurance Contracts) with agents,
      brokers, intermediaries and other Persons that provide the authority to bind
      any
      insurance, reinsurance or retrocession business included in the Business for
      or
      on behalf of any Polaris Company. 

     

    “Business
      Day” means any day
      that is not a Saturday, Sunday or other day on which commercial banks in Zurich,
      Switzerland or the City of New York, New York are required or authorized by
      Law
      to be closed. 

     

    “Business
      Employee” means any
      individual who is (a) employed by a Polaris Company or (b) employed by GE or
      any
      of its Affiliates (excluding any Polaris Company) primarily in respect of the
      Business. 

     

    “Business
      Intellectual
      Property” means (a) the Intellectual Property (other than Business
      Trademarks) that is owned by the Polaris Companies and is used within the
      Business, and which, on the Initial Closing Date, has no substantial application
      to other products or services or other businesses of GE and its Affiliates
      outside of the Business, and (b) the Business Trademarks. 

     

    “Business
      Material Adverse
      Effect” means a material adverse effect on the business, properties, assets,
      liabilities, results of operations or financial condition of the Business taken
      as a whole, other than any adverse effect arising out of, resulting from or
      attributable to (a) changes in conditions in the United States or global economy
      or capital or financial markets generally, including changes in interest or
      exchange rates, to the extent that such changes do not have a materially
      disproportionate effect on the Business, (b) changes in Law or in legal,
      regulatory, political, economic or business trends or conditions that, in each
      case, generally affect the industries in which the Business conducts business,
      to the extent that such changes do not have a materially disproportionate effect
      on the Business, (c) changes in GAAP or regulatory accounting principles,
      including SAP, after the date of this Agreement, (d) the announcement of this
      Agreement or the consummation of the transactions contemplated hereby, (e)
      actions required to be taken pursuant to this Agreement or taken with Acquiror’s
      consent, including the 

     

    4


    
    

    

    actions
      contemplated by Section
      7.7 and the termination of the Capital Maintenance Agreements pursuant to
      Section 7.8 (including any ratings downgrade attributable to such actions
      or termination), and the actions set forth in Section 7.1 of the GE
      Disclosure Letter, (f) the effect of any action taken by Acquiror or its
      Affiliates with respect to the transactions contemplated hereby or with respect
      to GE, the Transferors or the Acquired Subsidiaries, (g) any increase in (i)
      the
      reserves, funds or provisions of any Polaris Company for losses, claims,
      premiums, policy benefits and expenses, including unearned premium reserves,
      reserves for incurred losses, technical reserves, incurred loss adjustment
      expenses, incurred but not reported losses and loss adjustment expenses, in
      respect of insurance, reinsurance and retrocession Contracts issued, reinsured
      or assumed by any Polaris Company or (ii) the reserve for uncollectible
      reinsurance, or any write off of premium receivables or reinsurance recoverable
      assets as uncollectible, of the Business, (h) claims made under Polaris
      Companies Insurance Contracts or Polaris Companies Reinsurance Agreements
      related to (1) acts of war, sabotage or terrorism and (2) hurricanes,
      earthquakes, floods or other natural disasters and (i) any of the matters set
      forth in Section 1.1(a) of the GE Disclosure Letter. 

     

    “Business
      Technology” means
      the Technology which is owned by the Polaris Companies and is used and existing
      within the Business, and which, on the Initial Closing Date, has no substantial
      application to other products or services or other businesses of GE and its
      Affiliates outside the Business. 

     

    “Business
      Trademarks” means
      all Trademarks, other than the GE Name and GE Marks, owned by the Polaris
      Companies and used exclusively within the Business on the Initial Closing Date
      or the Final Closing Date, as applicable, including the Trademarks identified
      in
Section 1.1(b) of the GE Disclosure Letter. 

     

    “Capital
      Increase” means the
      increase in Acquiror’s share capital through the issuance of the New Acquiror
      Shares to the Equity Sellers. 

     

    “Capital
      Maintenance
      Agreements” means the capital maintenance agreements through which General
      Electric Capital Corporation provides explicit support to GE ISC and certain
      of
      its operating Subsidiaries to ensure that the risk-adjusted capitalization
      of
      such companies will be maintained on a continuing basis at a superior level.
      

     

    “Class
      C Stock” means the
      Class C Common Stock of GE Investments, Inc. 

     

    “Code”
means
      the Internal
      Revenue Code of 1986, as amended. 

     

    “Contract”
means
      any written
      contract, commitment, agreement, indenture, note, bond, mortgage, loan,
      instrument, lease or license. 

     

    “Control”
means,
      as to any
      Person, the power to direct or cause the direction of the management and
      policies of such Person, whether through the ownership of voting securities,
      by
      contract or otherwise. The terms “Controlled by,” “under common
      Control with” and “Controlling” shall have correlative meanings.


     

    “Copyrights”
means
      all of the
      following, whether protected, created or arising under the Laws of the United
      States or the Laws of any other jurisdiction: copyrights, moral 

     

    5


    
    

    

    rights,
      mask work rights, database
      rights and design rights, whether or not registered, published or unpublished,
      and registrations and applications for registration thereof, along with all
      renewals, continuations, reversions and extensions of the foregoing, and all
      rights therein whether provided by international treaties or conventions or
      otherwise. 

     

    “Court
      Orders” means the
      orders of the High Court of England approving the UK Transfer Schemes and any
      orders which are ancillary thereto. 

     

    “Current
      Market Price” on any
      date shall be the closing price of Acquiror Shares on virt-x on such date.
      

     

    “Earnings”
means
      net income
      or losses calculated in accordance with (a) GAAP and consistent with the past
      practices of “GE ISC and its Consolidated Subsidiaries” and (b) the calculation
      of “net income” in the financial report called “GE Global Insurance Holding
      Corporation Consolidation”, more commonly referred to as the consolidating
      financial statements as produced by the Hyperion system (the “Consolidated
      Financial Statements”) for the relevant period; provided that
“Earnings” shall exclude (i) net after-tax realized capital gains and losses;
      (ii) any net after-tax income or losses from ERAC and its consolidated
      subsidiaries; (iii) any after-tax adjustments to Net Reserves made pursuant
      to
Section 7.7 (in respect of Net Reserves increases of not more than $3.4
      billion); and (iv) any after-tax gain or loss resulting from the Retrocession
      Agreement. 

     

    “Environmental
      Law” means any
      Law relating to (a) the protection, investigation or restoration of the
      environment or natural resources, or (b) the protection of human health and
      safety as it relates to the environment, including the manufacturing,
      processing, distribution, use, handling, transportation, treatment, storage,
      disposal, release or discharge of any Hazardous Materials. 

     

    “Environmental
      Permit” means
      any Permit required under or issued pursuant to any Environmental Law.


     

    “Equity
      Transfer Agreement”
means each of the equity transfer agreements, in the form to be agreed
      to by GE
      and Acquiror, to be entered into as soon as practicable after the date hereof,
      and in any event within thirty (30) days, in order to give effect to the
      transactions contemplated by Section 2.1(a) and, to the extent Purchased
      Equity is acquired for cash, New Acquiror Shares, Acquiror Convertible
      Instruments or Notes, Section 2.1(b). 

     

    “ERAC”
means
      Employers
      Reassurance Corporation. 

     

    “ERC”
means
      Employers
      Reinsurance Corporation. 

     

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

     

    “Excluded
      Business” means
      ERAC and its consolidated subsidiaries and the business ceded by ERC to the
      Reinsurer pursuant to the terms of the Retrocession Agreement. 

     

    6


    
    

    

    “GAAP”
means
      generally
      accepted accounting principles in the United States as in effect from time
      to
      time. 

     

    “GE
      Commercial Paper Rate”
means the rate on any given day for U.S. commercial paper placed directly
      by GE
      having the specified maturity as posted daily on Bloomberg page “<DOCP>”
and on Reuters page “GECP1”. In the event that such rate is not published on the
      applicable date, then the applicable rate shall be the GECC Commercial Paper
      Rate. 

     

    “GECC
      Commercial Paper Rate”
means the rate on any given day for U.S. commercial paper placed directly
      by
      General Electric Capital Corporation having the specified maturity as posted
      daily on Bloomberg page “<DOCP>” and on Reuters page “GECP1”.


     

    “GE
      Disclosure Letter” means
      the disclosure letter delivered by GE to Acquiror simultaneously with the
      execution of this Agreement. 

     

    “GE
      ISC” means GE Insurance
      Solutions Corporation. 

     

    “Governmental
      Authority”
means any national, supra-national, federal, state, provincial or local
      government, political subdivision, governmental, regulatory, department, bureau,
      board or other administrative authority, instrumentality, agency, body or
      commission, self-regulatory organization or any court, tribunal, or judicial
      or
      arbitral body. 

     

    “Hazardous
      Materials” means
      (a) petroleum, petroleum products, by-products or breakdown products,
      radioactive materials, friable asbestos or polychlorinated biphenyls, and (b)
      any chemical, material or substance defined or regulated as hazardous, toxic,
      radioactive or as a pollutant, contaminant or waste under any Environmental
      Law,
      and any derivative or by-product thereof. 

     

    “HSR
      Act” means the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
      and regulations under such Act. 

     

    “Indebtedness”
of
      any Person
      means, without duplication, (a) the principal of and, accreted value and accrued
      and unpaid interest in respect of (i) indebtedness of such Person for money
      borrowed and (ii) indebtedness evidenced by notes, debentures, bonds or other
      similar instruments for the payment of which such Person is responsible or
      liable; (b) all obligations of such Person issued or assumed as the deferred
      purchase price of property, all conditional sale obligations of such Person
      and
      all obligations of such Person under any title retention agreement (but
      excluding trade accounts payable and other accrued current liabilities); (c)
      all
      obligations of the type referred to in clauses (a) and (b) of any Persons the
      payment of which such Person is responsible or liable for, directly or
      indirectly, as obligor, guarantor, surety or otherwise; and (d) all obligations
      of the type referred to in clauses (a) through (c) of other Persons secured
      by
      any Lien on any property or asset of such Person (whether or not such obligation
      is assumed by such Person). 

     

    “Independent
      Accountant”
shall mean Deloitte & Touche, LLP or, if such firm is unable to serve, such
      other firm of independent public accountants as GE and Acquiror shall reasonably
      agree. 

     

    7


    
    

    

    “Insurance
      Liabilities” has
      the meaning specified in the UK Asset Purchase Agreements. 

     

    “Insurance
      Policies” means,
      collectively, all policies, binders, slips, other Contracts of insurance and
      binding quotations written by or on behalf of the Asset Sellers (or by a
      predecessor company to the Asset Sellers and subsequently transferred to the
      Asset Sellers), as insurer (including all supplements, endorsements and riders
      thereto and all ancillary agreements in connection therewith) that were entered
      into by the Asset Sellers (or such predecessor company) prior to the Initial
      Closing. 

     

    “Intellectual
      Property” means
      all of the following, whether protected, created or arising under the Laws
      of
      the United States or any foreign jurisdiction: (a) Patents, (b) Copyrights,
      (c)
      trade secrets, (d) Trademarks, (e) all rights arising from or in respect of
      domain names and domain name registrations and reservations, (f) intellectual
      property rights arising from or in respect of Technology and (g) all other
      applications and registrations related to any of the rights set forth in the
      foregoing clauses (a) through (f) above. 

     

    “Intellectual
      Property Cross
      License Agreement” means the Intellectual Property Cross License Agreement
      to be entered into as of the Initial Closing substantially in the form of
Exhibit F hereto. 

     

    “IRS”
means
      the United States
      Internal Revenue Service and, to the extent relevant, the United States
      Department of Treasury. 

     

    “Knowledge
      of Acquiror” means
      the actual knowledge of the Persons identified in Section 1.1(c) of the
      Acquiror Disclosure Letter. 

     

    “Knowledge
      of GE” means the
      actual knowledge of the Persons identified in Section 1.1(d) of the GE
      Disclosure Letter. 

     

    “Law”
means
      any law,
      ordinance, regulation, rule, statute, treaty, Order or requirement of any
      Governmental Authority. 

     

    “Leased
      Real Property” means
      any real property leased by a Polaris Company. 

     

    “Liability”
means
      any debt or
      liability (whether direct or indirect, absolute or contingent, accrued or
      unaccrued, liquidated or unliquidated, or due or to become due) and including
      all costs and expenses relating thereto. 

     

    “Lien”
means
      any mortgage,
      deed of trust, pledge, hypothecation, security interest, encumbrance, claim,
      lien or charge of any kind. 

     

    “Lloyd’s”
means
      the society
      incorporated by the Lloyd’s Act of 1871 by the name of Lloyd’s, 1 Lime Street,
      London EC3M 7HA. 

     

    “Losses”
means
      all losses,
      disbursements, penalties, fines, settlements, awards, damages, costs, expenses,
      liabilities, obligations or claims of any kind (including any Action brought
      by
      any Governmental Authority or other Person and including reasonable attorneys’
fees). 

     

    8


    
    

    

    “Net
      Reserves” means the
      gross Reserves in respect of accident years prior to 2005, net of net
      retrocession recoverables against such Reserves. 

     

    “New
      Acquiror Shares” means a
      maximum number of 60,000,000 registered shares of Acquiror, each with a nominal
      value of CHF 0.10, to be issued by Acquiror to the Equity Sellers pursuant
      to
Article III and Section 4.2 and to be listed on the SWX Swiss
      Exchange as described in Section 7.12(c). 

     

    “Order”
means
      any order,
      injunction, judgment, decree, ruling, writ, assessment or arbitration award
      of a
      Governmental Authority. 

     

    “Owned
      Real Property” means
      any real property owned by a Polaris Company. 

     

    “Patents”
means
      all of the
      following, whether protected, created or arising under the Laws of the United
      States or the Laws of any other jurisdiction: patents, patent applications
      (along with all patents issuing thereon), invention registrations, and any
      and
      all continuations, continuations-in-part, and divisions of the foregoing, along
      with any and all reissues, reexaminations, and extensions of the foregoing,
      and
      all rights therein provided by international treaties or conventions.


     

    “Permits”
means
      any
      approvals, authorizations, consents, registrations, franchises, licenses,
      permits or certificates of a Governmental Authority. 

     

    “Permitted
      Liens” means the
      following Liens: (a) Liens for Taxes, assessments or other governmental charges
      or levies that are not yet due or payable or that are being contested in good
      faith by appropriate proceedings; (b) statutory Liens of landlords and Liens
      of
      carriers, warehousemen, mechanics, materialmen, repairmen and other Liens
      imposed by Law and incurred in the ordinary course of business consistent with
      past practice for amounts not yet due; (c) Liens incurred or deposits made
      in
      the ordinary course of business consistent with past practice in connection
      with
      workers’ compensation, unemployment insurance or other types of social security;
      (d) defects of title, easements, rights-of-way, restrictions and other similar
      charges or encumbrances not materially and adversely detracting from the
      occupancy or value of the Owned Real Property or the occupancy of the Leased
      Real Property or materially interfering with the ordinary conduct of business;
      (e) Liens not created by the Polaris Companies that affect the underlying fee
      interest of any Leased Real Property; (f) Liens resulting from any facts or
      circumstances relating to Acquiror or its Affiliates; (g) any set of facts
      an
      accurate up-to-date survey would show, provided, however, such
      facts do not materially interfere with the present use, enjoyment and occupation
      of the relevant Owned Real Property or Leased Real Property, respectively;
      (h)
      in the case of the Business Intellectual Property and Business Technology,
      licenses, options to license, or covenants not to assert claims of infringement,
      in each case in existence as of the date hereof, from Transferors or any of
      their Affiliates to third parties; (i) Liens incurred in the ordinary course
      of
      business securing obligations pursuant to the Insurance Policies, the Asset
      Sellers Reinsurance Agreements and the Asset Sellers Retrocession Agreements;
      and (j) Liens incurred in the ordinary course of business pursuant to any
      insurance or reinsurance business underwritten worldwide by or on behalf of
      a
      Polaris Company through the Lloyd’s market. 

     

    9


    
    

    

    “Person”
means
      any natural
      person, general or limited partnership, corporation, limited liability company,
      limited liability partnership, firm, joint venture, joint stock company, trust,
      unincorporated organization, association or organization or other legal entity.
      

     

    “Polaris
      Companies” means,
      collectively, the Acquired Subsidiaries and the Asset Sellers. 

     

    “Polaris
      Companies Insurance
      Contracts” means all policies, binders, slips and other Contracts of
      insurance (other than reinsurance and retrocession agreements), including
      endorsements, riders and amendments thereto, issued or administered by the
      Polaris Companies in connection with the Business. 

     

    “Polaris
      Companies Reinsurance
      Agreements” means, collectively, all policies, treaties, facultative
      certificates, binders, slips and other Contracts of reinsurance or retrocession
      and all binding quotations written by or on behalf of the Polaris Companies
      as
      reinsurer or retrocessionaire (including all supplements, endorsements and
      riders thereto and all ancillary agreements in connection therewith) that were
      issued by the Polaris Companies prior to the applicable Closing. 

     

    “Polaris
      Companies Retrocession
      Agreements” means all agreements pursuant to which any portion of the
      Liabilities of the Business is or has been reinsured or retroceded.


     

    “Reinsurance
      Liabilities” has
      the meaning specified in the UK Asset Purchase Agreements. 

     

    “Related
      Agreements” means
      the Transition Services Agreement, the Shareholding Agreement, the Employee
      Matters Agreement, the Transition Trademark License Agreement, the Tax Matters
      Agreement, the UK Tax Matters Agreement, the UK Asset Purchase Agreements,
      the
      International Tax Matters Agreement, the Equity Transfer Agreements, the
      Management Services Agreement, the Asset Transfer Agreement, the Retrocession
      Agreement and the Intellectual Property Cross License Agreement. 

     

    “Representative”
of
      a Person
      means the directors, officers, employees or other representatives (including
      financial and other advisors, agents, consultants, accountants, actuaries,
      appraisers, legal counsel, investment bankers or experts retained by or acting
      on behalf of such Person or its Subsidiaries) of such Person. 

     

    “Reserves”
means
      the
      reserves, funds and provisions for insurance, reinsurance and retrocessional
      losses, claims and expenses, including reserves for incurred losses, technical
      reserves, reserves for incurred loss adjustment expenses, and reserves for
      incurred but not reported losses and loss adjustment expenses and reserves
      with
      respect to uncollectible reinsurance and retrocession, in each case with respect
      to insurance, reinsurance and retrocession contracts written, issued, reissued,
      renewed or assumed with respect to the Business, other than any such reserve
      items attributable to the Excluded Business.

     

    10


    
    

    

    “SAP”
means,
      as to any
      insurance or reinsurance company, the statutory accounting practices prescribed
      or permitted by the insurance regulatory authorities of the jurisdiction in
      which such company is domiciled. 

     

    “Shareholder
      New Acquiror
      Shares” means registered shares of Acquiror, each with a nominal value of
      CHF 0.10, to be issued to Acquiror’s existing shareholders in connection with
      the Acquiror Financing. 

     

    “Shareholding
      Agreement”
means the Shareholding Agreement to be entered into as of the Final Closing
      substantially in the form of Exhibit G hereto. 

     

    “SIS”
means
      the Swiss
      securities clearing corporation SIS SegaInterSettle AG. 

     

    “Software”
means
      any and all
      (a) computer programs, including any and all software implementations of
      algorithms, models and methodologies, whether in source code, object code,
      human
      readable form or other form, (b) databases and compilations, including any
      and
      all data and collections of data, whether machine readable or otherwise, (c)
      descriptions, flow-charts and other work product used to design, plan, organize
      and develop any of the foregoing, screens, user interfaces, report formats,
      firmware, development tools, templates, menus, buttons and icons, and (d) all
      documentation including user manuals and other training documentation related
      to
      any of the foregoing. 

     

    “Stock
      Price” means the daily
      volume weighted average U.S. dollar price of the Acquiror Shares on virt-x
      for
      the twenty (20) trading days ending on and including the day before the Initial
      Closing calculated using the CHF/USD Exchange Rate for each day as reported
      on
      FACTSET; provided that, subject to Section 3.8, if the Stock Price
      shall be lower than $61.84 (the “Lower Collar”), the Stock Price shall be
      the Lower Collar and if the Stock Price is greater than $72.15 (the “Upper
      Collar”), the Stock Price shall be the Upper Collar. 

     

    “Subsidiary”
of
      any Person
      means any corporation, general or limited partnership, joint venture, limited
      liability company, limited liability partnership or other Person that is a
      legal
      entity, trust or estate of which (or in which) (a) the issued and outstanding
      capital stock having ordinary voting power to elect a majority of the board
      of
      directors (or a majority of another body performing similar functions) of such
      corporation or other Person (irrespective of whether at the time capital stock
      of any other class or classes of such corporation or other Person shall or
      might
      have voting power upon the occurrence of any contingency), (b) more than 50%
      of
      the interest in the capital or profits of such partnership, joint venture or
      limited liability company or (c) more than 50% of the beneficial interest in
      such trust or estate, is at the time of determination directly or indirectly
      owned or Controlled by such Person. 

     

    “Swiss
      Code of Obligations”
means the Swiss Code of Obligations of 30 March 1911, as amended. 

     

    “Swiss
      GAAP FER” means Swiss
      generally accepted accounting principles ARR (Accounting and Reporting
      Regulations) as in effect from time to time. 

     

    “Tax”
or
“Taxes”
means
      all income, excise, gross receipts, ad valorem, sales, use, employment,
      franchise, profits, gains, property, transfer, use, payroll, intangibles or
      other taxes, 

     

    11


    
    

    

    fees,
      stamp taxes, duties, charges,
      levies or assessments of any kind whatsoever (whether payable directly or by
      withholding), together with any interest and any penalties, additions to tax
      or
      additional amounts imposed by any Tax authority with respect thereto.


     

    “Tax
      Returns” means all
      returns and reports (including elections, declarations, disclosures, schedules,
      estimates and information returns) required to be supplied to a Tax authority
      relating to Taxes, and including any amendment thereof. 

     

    “Technology”
means,
      collectively, all technology, designs, formulae, algorithms, procedures,
      methods, discoveries, processes, techniques, ideas, know-how, Software, research
      and development, technical data, tools, materials, specifications, processes,
      inventions (whether patentable or unpatentable and whether or not reduced to
      practice), apparatus, creations, improvements, works of authorship in any media,
      confidential, proprietary or non-public information, and other similar
      materials, and all recordings, graphs, drawings, reports, analyses, and other
      writings, and other tangible embodiments of the foregoing, in any form whether
      or not specifically listed herein, and all related technology. 

     

    “Trademarks”
means
      all of the
      following, whether protected, created or arising under the Laws of the United
      States or the Laws of any other jurisdiction: trademarks, service marks, trade
      names, service names, trade dress, logos, designs, slogans and other identifiers
      of source, including all goodwill associated therewith and all common law
      rights, registrations and applications for registration thereof, and all rights
      therein provided by international treaties or conventions, and all extensions
      and renewals of any of the foregoing. 

     

    “Transaction
      Agreements”
means this Agreement and each of the Related Agreements. 

     

    “Transferors”
means,
      collectively, the Asset Sellers and the Equity Sellers. 

     

    “Transferred
      Employees” has
      the meaning specified in the Employee Matters Agreement. 

     

    “Transition
      Trademark License
      Agreement” means the Transition Trademark License Agreement to be entered
      into as of the Initial Closing substantially in the form of Exhibit H
      hereto. 

     

    “UK
      Tax Matters Agreement”
means the tax matters agreement, relating to the United Kingdom, in a form
      to be
      reasonably agreed upon by the parties hereto. 

     

    “UK
      Transfer Schemes” means
      each of the schemes for the Asset Sellers of their respective insurance
      businesses to the applicable Asset Buyer pursuant to Part VII of the Financial
      Services and Markets Act 2000, as amended, and, in the case of such businesses
      carried on outside of the European Economic Area, such other schemes of transfer
      as are necessary to effect such a transfer under the Laws of the relevant
      jurisdiction. 

     

    12


    
    

    

    ARTICLE
      II 

     

    PURCHASE
      AND SALE OF PURCHASED
      EQUITY AND TRANSFERRED ASSETS; 

    ASSUMPTION
      OF LIABILITIES


     

    2.1
Purchase
      and Sale of the
      Purchased Equity. On the terms and subject to the conditions set forth in
      this Agreement and the Equity Transfer Agreements: 

     

    (a)
      at the Initial Closing, in the
      case of Purchased Equity to be sold against payment of cash: pursuant to the
      Equity Transfer Agreements, each relevant Equity Seller shall sell, convey,
      assign, transfer and deliver to the applicable Equity Buyer, and the applicable
      Equity Buyer shall purchase, acquire and accept from each applicable Equity
      Seller, the Purchased Equity set forth in Section 2.1(a) of the GE
      Disclosure Letter owned by each such Equity Seller; provided,
however, that each of the Equity Buyers on the Initial Closing Date
      shall
      be a wholly-owned Subsidiary of Acquiror organized under the laws of the
      jurisdiction where the applicable transferred entity is incorporated (or another
      non-U.S. jurisdiction); and 

     

    (b)
      at the Final Closing,


     

    (i)
      in the case of Purchased Equity
      to be transferred against the issue of New Acquiror Shares to the Equity Sellers
      or their designated Affiliate: each relevant Equity Seller will subscribe at
      the
      Stock Price for such number of New Acquiror Shares as set out in the Adjusted
      Allocation Schedule and contribute in kind, assign, transfer and deliver to
      Acquiror, and Acquiror shall accept from each such Equity Seller, the Purchased
      Equity set forth in Section 2.1(b) of the GE Disclosure Letter owned by
      each such Equity Seller; subject to adjustment as a result of (x) an election
      by
      Acquiror or GE to increase or decrease the Stock Percentage pursuant to
Section 3.2(b) or (y) a reduction of the number of New Acquiror Shares to
      be issued pursuant to Section 3.3; and 

     

    (ii)
      in the case of Purchased Equity
      to be sold against payment of cash, the Acquiror Convertible Instruments and
      the
      Notes, if any: pursuant to the Equity Transfer Agreements, each relevant Equity
      Seller shall sell, convey, assign, transfer and deliver to Acquiror or an Equity
      Buyer organized in the United States, and Acquiror or such Equity Buyer shall
      purchase, acquire and accept from each Equity Seller, the Purchased Equity
      set
      forth in Section 2.1(b) of the GE Disclosure Letter owned by each such
      Equity Seller which is not being used as contribution in kind for the issue
      of
      the New Acquiror Shares to the Equity Sellers. 

     

    2.2
Purchase
      and Sale of
      Transferred Assets. 

     

    (a)
Transferred
      Assets. On
      the terms and subject to the conditions set forth in this Agreement, the Asset
      Transfer Agreement and the UK Asset Purchase Agreements, at the Initial Closing,
      subject to Section 2.2(b), OPH and each of the Asset Sellers, as the case
      may be, shall sell, convey, assign, transfer and deliver to OPH Asset Buyer
      and
      an Asset Buyer designated by Acquiror, as the case may be, and OPH Asset Buyer
      and each such Asset Buyer shall purchase, acquire and accept from OPH and each
      Asset Seller, as the case may be, all of the assets, properties, rights and
      Contracts (to the extent assignable) of every kind and description, wherever
      located, whether real, personal or mixed, tangible or intangible, that are
      owned, leased 

     

    13


    
    

    

    or
      licensed by OPH or such Asset
      Seller and used by OPH or such Asset Seller, as the same shall exist on the
      Initial Closing Date (other than the Excluded Assets, collectively, the
“Transferred Assets”), and including all right, title and interest of OPH
      or such Asset Seller in, to and under: 

     

    (i)
      all assets held as of the
      Initial Closing Date by any Asset Seller as statutory reserves for the Insurance
      Liabilities and the Reinsurance Liabilities of such Asset Seller as reflected
      in
      the books and records of such Asset Seller; 

     

    (ii)
      all personal property and
      interests therein, including furniture, office equipment, communications
      equipment and other tangible personal property primarily used in connection
      with
      the Business; 

     

    (iii)
      all rights under Contracts
      that relate to the Business to which any Asset Seller is a party; 

     

    (iv)
      all real property owned or
      leased by such Asset Seller used in connection with the Business and all
      improvements thereto; 

     

    (v)
      all accounts, notes, premiums,
      reinsurance, retrocession and subrogation recoveries and other receivables
      that
      primarily relate to the Business; 

     

    (vi)
      all expenses that have been
      prepaid by such Asset Seller relating to the Business, including ad valorem
      Taxes and lease and rental payments; 

     

    (vii)
      all of such Asset Seller’s
      causes of action against third parties relating to the Transferred Assets or
      the
      Assumed Liabilities, to the extent assignable; 

     

    (viii)
      all Business Intellectual
      Property and Business Technology; 

     

    (ix)
      all transferable Permits used
      in connection with the Business; 

     

    (x)
      the equity investments, to the
      extent owned by such Asset Seller; 

     

    (xi)
      subject to Section
      2.2(b)(vi), all books, records, files and papers, whether in hard copy or
      computer format, of the Business, including insurance and reinsurance contracts,
      claims and underwriting files, sales and promotional literature, manuals and
      data, sales and purchase correspondence and lists of present and former
      customers; 

     

    (xii)
      all goodwill associated with
      the Transferred Assets; and 

     

    (xiii)
      the rights to all Tax refunds
      and Tax assets Acquiror and its Affiliates are entitled to under the Tax Matters
      Agreement, the UK Tax Matters Agreement and the International Tax Matters
      Agreement. 

     

    Notwithstanding
      any other provision
      of this Agreement to the contrary, neither the UK Transfer Schemes nor this
      Agreement shall constitute an agreement to transfer or assign any Transferred
      Asset or any claim or right or any benefit arising thereunder or resulting
      therefrom if an 

     

    14


    
    

    

    attempted
      assignment thereof,
      without the consent of a third party thereto, would constitute a breach or
      other
      contravention thereof or in any way adversely affect the rights of the
      applicable Asset Buyer, the OPH Asset Buyer, OPH or the applicable Asset Seller
      thereunder. If such consent is not obtained, or if an attempted assignment
      thereof would be ineffective or would adversely affect the rights of OPH and
      the
      applicable Asset Sellers thereunder so that the applicable Asset Buyer and
      the
      OPH Asset Buyer would not in fact receive all such rights, OPH, the Asset
      Sellers, the OPH Asset Buyer and the Asset Buyers will, subject to Section
      7.5(e), cooperate in a mutually agreeable arrangement under which the
      applicable Asset Buyer and the OPH Asset Buyer would obtain the benefits and
      assume the obligations and bear the economic burden thereunder in accordance
      with the UK Transfer Scheme or this Agreement, as applicable, including holding
      the same in trust, subcontracting, sublicensing or subleasing to the OPH Asset
      Buyer and the Asset Buyers, as the case may be, or under which OPH and the
      Asset
      Sellers would enforce for the benefit of the OPH Asset Buyer and the Asset
      Buyers any and all of their rights against a third party thereto, and OPH and
      the Asset Sellers would promptly pay to the OPH Asset Buyer and the Asset
      Buyers, as the case may be, when received all monies received by them under
      any
      Transferred Asset or any claim or right or any benefit arising thereunder or
      resulting therefrom. 

     

    (b)
Excluded
      Assets. Acquiror
      expressly understands and agrees that the following assets and properties of
      OPH
      and the Asset Sellers as the same shall exist on the Initial Closing Date (the
      “Excluded Assets”) shall be retained by OPH and the Asset Sellers, and
      shall be excluded from the Transferred Assets, notwithstanding any other
      provision of this Agreement: 

     

    (i)
      the GE Name and GE Marks,
      together with any Contracts granting rights to use the same; 

     

    (ii)
      [intentionally omitted];


     

    (iii)
      all policies of or agreements
      for insurance of the Business (including the Transferred Assets and the Assumed
      Liabilities) and interests in insurance pools and programs related to the
      Business (including the Transferred Assets and the Assumed Liabilities), other
      than the Asset Sellers Reinsurance Agreements and the Asset Sellers Retrocession
      Agreements; 

     

    (iv)
      all Intellectual Property other
      than the Business Intellectual Property (with certain such Intellectual Property
      to be governed by the terms of the Intellectual Property Cross License Agreement
      as set forth in the Intellectual Property Cross License Agreement);


     

    (v)
      all Technology other than the
      Business Technology (with certain Intellectual Property rights arising from
      or
      in respect of such Technology to be governed by the terms of the Intellectual
      Property Cross License Agreement as set forth in the Intellectual Property
      Cross
      License Agreement); 

     

    (vi)
      the corporate minute books and
      stock records of OPH and the Asset Sellers and any books and records to the
      extent relating to any other Excluded Asset or the Excluded Business;


     

    15


    
    

    

    (vii)
      all assets not used primarily
      in the conduct of the operation of the Business; 

     

    (viii)
      all rights that accrue to GE
      or any of its Subsidiaries under the Transaction Agreements; and 

     

    (ix)
      the assets and properties
      listed in Section 2.2(b)(ix) of the GE Disclosure Letter. 

     

    2.3
Assumed
      Liabilities; Excluded
      Liabilities. Pursuant to the UK Transfer Schemes (so far as the same shall
      be capable of giving effect to such assumption) and/or otherwise pursuant to
      and
      on the terms and subject to the conditions set forth in this Agreement, the
      Asset Transfer Agreement and the UK Asset Purchase Agreements, as applicable,
      effective at the time of the Initial Closing, OPH Asset Buyer and the Asset
      Buyers shall assume and agree to pay, discharge and perform all Liabilities
      and
      commitments of every kind and description of OPH and the Asset Sellers to the
      extent arising from or relating to the Business, as the same shall exist on
      the
      Initial Closing Date and irrespective of whether the same shall arise prior
      to
      or following the Initial Closing Date, including all Insurance Liabilities
      and
      Reinsurance Liabilities and Liabilities for Taxes, benefits and compensation
      for
      which Acquiror bears the ultimate responsibility pursuant to an obligation
      to
      assume, indemnify or reimburse under the Tax Matters Agreement, the UK Tax
      Matters Agreement, the International Tax Matters Agreement or Employee Matters
      Agreement (the “Assumed Liabilities”); provided, however,
      that OPH Asset Buyer and the Asset Buyers shall not assume or agree to pay
      or
      discharge any (a) Liabilities of OPH and the Asset Sellers to the extent
      relating to or arising under any Excluded Asset, (b) Liabilities for Taxes,
      benefits and compensation not otherwise assumed and (c) Liabilities set forth
      in
Section 2.3 of the GE Disclosure Letter (all such Liabilities not being
      assumed being herein referred to as the “Excluded Liabilities”).


     

    2.4
Other
      Agreements.


     

    (a)
      As soon as practicable after the
      date hereof, the following agreements will be executed and delivered by the
      appropriate parties: (i) an Equity Transfer Agreement with respect to each
      transfer of Purchased Equity set forth in Section 2.1(a) of the GE
      Disclosure Letter and (ii) the Asset Transfer Agreement. 

     

    (b)
      Within ten (10) days of the date
      of this Agreement, Acquiror shall provide GE with a list of reasonable written
      information requests (the “List”) relating to the Transferred Assets (and
      related liabilities) to enable the UK Asset Purchase Agreements to be executed,
      delivered and satisfied. GE shall respond reasonably in writing to the questions
      set out in the List as soon as reasonably practicable following receipt from
      Acquiror. As soon as reasonably practicable following receipt of GE’s responses
      to the questions set out in the List, and following such further discussions
      as
      may be required, and in any event within fifteen (15) days of the date on which
      GE responds to the questions set out in the List, the Asset Sellers and the
      Asset Buyers will enter into the relevant UK Asset Purchase Agreements.


     

    (c)
      It is the intention of the
      parties that (i) GE and its Subsidiaries will retain beneficial ownership of
      (A)
      the Purchased Equity set forth on Section 2.1(a) of the GE 

     

    16


    
    

    

    Disclosure
      Letter and the
      Transferred Assets until the Initial Closing, (B) the Class C Stock until after
      the Initial Closing, but no longer than the day prior to the Final Closing
      and
      (C) the stock of GE ISC until the Final Closing, and (ii) to the extent
      reasonably practicable the adjustment, allocation and Earnings payment
      provisions included in Article III shall be implemented to give effect to
      the foregoing and to the allocation principles set forth in the definition
      of
      Adjusted Allocation Schedule. 

     

    2.5
Certain
      GE Records.
      Notwithstanding anything to the contrary contained in this Agreement or any
      of
      the other Transaction Agreements, Acquiror acknowledges and agrees that all
      of
      the following shall remain the property of GE, and neither Acquiror nor any
      of
      its Affiliates (including, after the applicable Closing, the Acquired
      Subsidiaries) shall have any interest therein: 

     

    (a)
      all records and reports prepared
      or received by GE or any of its Affiliates in connection with the sale of the
      Business and the transactions contemplated hereby, including all analyses
      relating to the Business or Acquiror so prepared or received; 

     

    (b)
      all confidentiality agreements
      with prospective purchasers of the Business or any portion thereof (except
      that,
      if an Acquired Subsidiary is not otherwise party thereto, GE shall assign to
      an
      Acquired Subsidiary at the Final Closing all of GE’s rights under such
      agreements to confidential treatment of information with respect to the Business
      and with respect to solicitation and hiring of employees of the Business),
      and
      all bids and expressions of interest received from third parties with respect
      thereto; and 

     

    (c)
      all privileged materials,
      documents and records of GE in the possession of any of the Polaris Companies.
      

     

    ARTICLE
      III 

     

    PURCHASE
      PRICE 

     

    3.1
Purchase
      Price.


     

    (a)
      The aggregate consideration for
      the Purchased Equity and the Transferred Assets shall be an amount equal to
      $6.8
      billion (the “Base Purchase Price”) as adjusted for the following (as
      adjusted, the “Purchase Price”): 

     

    (i)
plus,
      net deferred and
      current Tax liabilities (other than those created as a result of increases
      in
      Net Reserves after June 30, 2005 in Germany) of the Polaris Companies being
      acquired as of the Initial Closing and the Asset Sellers (collectively, the
      “Initial Closing Polaris Companies”) (reflected in the Consolidating
      Financial Statements and measured immediately prior to the Initial Closing)
      assumed, retained or paid by, or transferred to, GE or one of its Affiliates,
      in
      connection with the Initial Closing, or for which none of Acquiror or any of
      its
      Affiliates (including the Initial Closing Polaris Companies) continues to be
      responsible after the Initial Closing; 

     

    (ii)
minus,
      net deferred and
      current Tax assets (other than those created as a result of increases in Net
      Reserves after June 30, 2005 in Germany) of the 

     

    17


    
    

    

    Initial
      Closing Polaris Companies
      (reflected in the Consolidating Financial Statements and measured immediately
      prior to the Initial Closing) retained by, or transferred to, GE or one of
      its
      Affiliates, in connection with the Initial Closing, or which none of Acquiror
      or
      any of its Affiliates (including the Initial Closing Polaris Companies) holds
      after the Initial Closing; 

     

    (iii)
plus,
      net deferred and
      current Tax liabilities of OPH (reflected in the Consolidating Financial
      Statements and measured immediately prior to the Initial Closing) assumed,
      retained or paid by, or transferred to, GE or one of its Affiliates, in
      connection with the transactions contemplated by this Agreement, or for which
      none of Acquiror or any of its Affiliates (including the Polaris Companies
      (other than the Asset Sellers)) continues to be responsible after the Initial
      Closing; 

     

    (iv)
minus,
      net deferred and
      current Tax assets of OPH (reflected in the Consolidating Financial Statements
      and measured immediately prior to the Initial Closing) retained by, or
      transferred to, GE or one of its Affiliates, in connection with the transactions
      contemplated by this Agreement, or which none of Acquiror or any of its
      Affiliates (including the Polaris Companies (other than the Asset Sellers))
      holds after the Initial Closing; 

     

    (v)
plus,
      net deferred and
      current Tax liabilities (other than those created as a result of increases
      in
      Net Reserves after June 30, 2005 in Bermuda) of the Polaris Companies being
      acquired as of the Final Closing (collectively, the “Final Closing Polaris
      Companies”) (reflected in the Consolidating Financial Statements and
      measured immediately prior to the Final Closing) assumed, retained or paid
      by,
      or transferred to, GE or one of its Affiliates, in connection with the Final
      Closing, or for which none of Acquiror or any of its Affiliates (including
      the
      Polaris Companies) continues to be responsible after the Final Closing;


     

    (vi)
minus,
      net deferred and
      current Tax assets (other than those created as a result of increases in Net
      Reserves after June 30, 2005 in Bermuda) of the Final Closing Polaris Companies
      (reflected in the Consolidating Financial Statements and measured immediately
      prior to the Final Closing) retained by, or transferred to, GE or one of its
      Affiliates, in connection with the Final Closing, or which none of Acquiror
      or
      any of its Affiliates (including the Polaris Companies) holds after the Final
      Closing; 

     

    (vii)
plus,
      the aggregate
      amount of the accrued net pension liabilities relating to the ERC Supplementary
      Pension Plan, ERC Pension Restoration Plan, ERC Pension Enhancement Plan and
      Medpro Supplementary Pension Plan transferred to GE or one of its Affiliates
      and
      reflected in the Consolidating Financial Statements as of the Final Closing.
      

     

    (viii)
plus,
      all obligations
      and liabilities owed by the Initial Closing Polaris Companies to GE or its
      Subsidiaries (other than GE ISC and its consolidated subsidiaries) reflected
      in
      the Consolidating Financial Statements and measured as of immediately prior
      to
      the Initial Closing assumed, retained or paid by, or transferred to, GE or
      one
      of its Affiliates, in connection with the Initial Closing, or for which none
      of
      Acquiror or any of its Affiliates (including the Polaris Companies) continues
      to
      be responsible after the Initial Closing; 

     

    18


    
    

    

    (ix)
minus,
      all receivables
      and other amounts owed to the Initial Closing Polaris Companies by GE or its
      Subsidiaries (other than GE ISC and its consolidated subsidiaries) reflected
      in
      the Consolidating Financial Statements and measured as of immediately prior
      to
      the Initial Closing retained by, or transferred to, GE or one of its Affiliates,
      in connection with the Initial Closing, or which none of Acquiror or any of
      its
      Affiliates (including the Polaris Companies) holds after the Initial Closing;
      

     

    (x)
plus,
      all other
      liabilities owed by the Final Closing Polaris Companies to GE or its
      Subsidiaries (other than GE ISC and its consolidated subsidiaries) reflected
      in
      the Consolidating Financial Statements and measured as of immediately prior
      to
      the Initial Closing assumed, retained or paid by, or transferred to, GE or
      one
      of its Affiliates, in connection with the Final Closing, or for which none
      of
      Acquiror or any of its Affiliates (including the Polaris Companies) continues
      to
      be responsible after the Final Closing (provided, that with respect to
      liabilities under the existing revolving credit facility between General
      Electric Capital Services, Inc. and GE ISC, the amount of liabilities shall
      be
      limited to the excess of the amount outstanding as of immediately prior to
      the
      Final Closing over $219 million); 

     

    (xi)
minus,
      all receivables
      and other amounts owed to the Final Closing Polaris Companies by GE or its
      Subsidiaries (other than GE ISC and its consolidated subsidiaries) reflected
      in
      the Consolidating Financial Statements and measured as of immediately prior
      to
      the Initial Closing, retained by, or transferred to, GE or one of its
      Affiliates, in connection with the Final Closing, or which none of Acquiror
      or
      any of its Affiliates (including the Polaris Companies) holds after the Final
      Closing; 

     

    (xii)
plus,
      the amount, as of
      the Initial Closing, of the payable from OPH to GE Investments, Inc. in respect
      of the dividend payable by GE Investments, Inc. on the Class C Stock, as such
      amount may change from time to time in accordance with past practice;


     

    (xiii)
minus,
      the amount (if
      any) by which Indebtedness (under clause (a) of the definition thereof) of
      the
      Polaris Companies owed to Persons other than GE and its Affiliates, as of the
      Final Closing, exceeds the amounts (whether or not drawn) set forth in
Section 5.29 of the GE Disclosure Letter (plus accrued interest on any
      such Indebtedness); 

     

    (xiv)
plus,
      $25 million;


     

    (xv)
      in the event that the amount of
      the Net Reserves increases made in the United States after June 30, 2005 in
      respect of accident years prior to 2005 is less than $2 billion, minus
      (x) if such amount is less than $1 billion, (A) 35% of the difference between
      $1
      billion and such Net Reserves increases plus (B) $150 million, or (y) if such
      amount is $1 billion or more, but less than $2 billion, 15% of the difference
      between $2 billion and such Net Reserves increases; and 

     

    19


    
    

    

    (xvi)
minus
      the sum of (A)
      $245 million, (B) 35% of the amount of the Net Reserves increases (in excess
      of
      $200 million) made in Bermuda after June 30, 2005 and prior to the Final Closing
      in respect of accident years prior to 2005 and (C) 35% of the amount of the
      Net
      Reserve increases (in excess of $500 million) made in Germany after June 30,
      2005, and prior to the Initial Closing, in respect of accident years prior
      to
      2005; 

     

    provided,
      that, (x) in the
      case of clauses (xv) and (xvi) above, Net Reserves increases shall reflect
      only
      the adjustments made pursuant to Section 7.7 (in respect of Net Reserves
      increases of not more than $3.4 billion) and (y) subject to Section
      3.1(e) hereof, the net amount payable by Acquiror pursuant to the foregoing
      clauses (i) through (xvi) shall not exceed $800 million (the “Adjustment
      Ceiling”). 

     

    (b)
      For purposes of clauses (i)
      through (vi) of Section 3.1(a), the deferred and current Tax liabilities
      for which none of Acquiror or any of its Affiliates continues to be responsible
      shall include any current or deferred Tax liability for which GE provides
      indemnification under any of the Transaction Agreements. No adjustment shall
      be
      made under Section 3.1(a) for any net deferred or current Tax asset of
      any Acquired Subsidiary in respect of which an election is made under Section
      338(h)(10) of the Code pursuant to Section 7 of the Tax Matters Agreement except
      for pursuant to Section 7 of the Tax Matters Agreement. For the avoidance of
      doubt, any deferred or current Tax assets that are effectively transferred
      to an
      Acquiror pursuant to a U.K. Transfer Scheme (including any such Tax assets
      created as a result of an increase in Net Reserves after June 30, 2005),
      including as a consequence of any disclaimer of insurance provisions or
      reserves, shall not result in a Purchase Price adjustment pursuant to this
      Section 3.1, and any deferred or current Tax liabilities of GE Frankona
      Reassurance Limited (U.K.) shall result in a positive Purchase Price adjustment
      pursuant to Section 3.1(a). 

     

    (c)
      Attached as Section
      3.1(c) of the GE Disclosure Letter is (i) a balance sheet of the Business as
      of September 30, 2005 (the “Reference Balance Sheet”) and (ii) a
      calculation statement setting forth, in reasonable detail (including supporting
      schedules), the calculations that would have been made to adjust the Base
      Purchase Price pursuant to this Section 3.1, to obtain the Purchase Price
      (the “Reference Adjustment Statement”), in each case calculated as if all
      of the transactions contemplated hereby have been consummated as of September
      30, 2005. The Reference Balance Sheet and the Reference Adjustment Statement
      each have been prepared solely to illustrate the application of the provisions
      of clauses (i) through (xvi) of Section 3.1(a), and the amounts set forth
      therein are preliminary and shall not be taken into account in determining
      the
      Purchase Price. No representation or warranty is made by GE with respect to
      either such document. 

     

    (d)
      As soon as reasonably
      practicable, and in any event within thirty (30) days following each fiscal
      quarter ending on or after December 31, 2005, GE shall deliver to Acquiror
      a
      calculation statement (including reasonably detailed supporting schedules)
      setting forth each of the adjustments provided for in Section 3.1(a), and
      the resulting calculation of the Purchase Price, calculated as if all of the
      transactions contemplated hereby has been consummated as of the last day of
      such
      quarter (each, an “Adjustment Statement” ). Acquiror and its
      Representatives shall have the opportunity to review and comment on each such
      Adjustment 

     

    20


    
    

    

    Statement.
      Not later than five days
      prior to the Initial Closing, GE shall deliver to Acquiror an Adjustment
      Statement (including reasonably detailed supporting schedules) setting forth
      GE’s good faith estimate of each of the adjustments provided in Section
      3.1(a) as of the Initial Closing Date or the Final Closing Date, as the case
      may be, and the resulting calculation of the Purchase Price (the “Estimated
      Adjustment Statement”). 

     

    (e)
      Pursuant to the Tax Matters
      Agreement, GE has the right to make certain elections under Section 338(h)(10)
      of the Code (as defined in the Tax Matters Agreement) (each, an
“Election”). Not less than thirty (30) days before the Initial Closing,
      GE shall have the right to offer (which offer may be rejected by Acquiror in
      its
      sole discretion) to make a payment to Acquiror (an “Advance Election
      Payment”) at the Final Closing, in an amount equal to GE’s good faith
      estimate of the amount that would be due under Section 7(g) of the Tax Matters
      Agreement in respect of an Election. If GE makes an Advance Election Payment,
      Acquiror shall make a payment (the “Return Payment”) to GE on the earlier
      of (i) the date any payment is made or deemed to have been made by GE pursuant
      to Section 7(g) of the Tax Matters Agreement in respect of any Election made
      pursuant to Section 7 of the Tax Matters Agreement and (ii) the fifteenth day
      of
      the tenth month after the month in which the Final Closing occurs. The amount
      of
      the Return Payment shall be the amount of the Advance Election Payment, together
      with interest thereon at the GE Commercial Paper Rate. If GE makes the Advance
      Election Payment, the Adjustment Ceiling shall be increased by an amount equal
      to the Advance Election Payment; provided, however that the amount
      of any Return Payment shall be reduced by the excess (if any) of (A) the
      Adjustment Ceiling over (B) $800 million. 

     

    3.2
Payment
      of Purchase
      Price

     

    (a)
      The Purchase Price for purposes
      of the Initial Closing and the Final Closing shall be the Purchase Price as
      calculated in the Estimated Adjustment Statement. 

     

    (b)
      (i) A portion (the “Stock
      Percentage”) of the Purchase Price shall be paid by delivery of New Acquiror
      Shares. The Stock Percentage shall be 45%; provided that 

     

    (1)
      in the event that there is an
      offering of Shareholder New Acquiror Shares as part of the Acquiror Financing,
      Acquiror may elect upon written notice to GE on the same day that the offer
      price of such Shareholder New Acquiror Shares is determined, to reduce the
      Stock
      Percentage to not less than 34%; provided that GE can thereafter, but on
      the same day, upon written notice to Acquiror elect to increase the Stock
      Percentage to not be more than 40%; 

     

    (2)
      in the event that there is no
      offering of Shareholder New Acquiror Shares as part of the Acquiror Financing,
      Acquiror may elect upon written notice to GE not less than five (5) Business
      Day’s prior to the Initial Closing Date to reduce the Stock Percentage to not
      less than 34%; provided that GE can thereafter elect upon written notice
      to Acquiror not less than three (3) Business Days prior to the Final Closing
      Date to increase the Stock Percentage to not be more than 40%; 

     

    21


    
    

    

    (3)
      in the event the Purchase Price
      as adjusted by the most recent Estimated Adjustment Statement exceeds the Base
      Purchase Price and as a result thereof the number of New Acquiror Shares to
      be
      issued to the Equity Sellers increases, GE and Acquiror shall agree on an
      Adjusted Allocation Schedule setting out the relevant Equity Seller, the
      Purchased Equity to be contributed in kind and the revised value of such
      Purchased Equity; and 

     

    (4)
      the number of New Acquiror
      Shares to be issued to the Equity Sellers shall not exceed the maximum number
      of
      shares which can be issued from the authorized capital created for this purpose.
      Any written notice provided pursuant to this Section 3.2(b) shall include
      the number of New Acquiror Shares to be issued to the Equity Sellers and
      identify the Purchased Equity to be used as a contribution in kind and the
      value
      allocated to it pursuant to the Adjusted Allocation Schedule. 

     

    (ii)
      $500 million of the Purchase
      Price not constituting the Stock Percentage shall be paid by delivery of the
      Acquiror Convertible Instruments, and the balance shall be paid in cash;
provided that an amount of the cash portion of the Purchase Price equal
      to the lesser of (A) $750 million or (B) the difference between (x) the
      aggregate amount of the proceeds of the redemption of the Class C Stock
minus (y) the principal aggregate amount of Notes actually delivered by
      Acquiror pursuant to Section 7.18(b), shall be payable, at Acquiror’s
      option, in Notes. 

     

    (c)
      At the Initial Closing, the
      Equity Buyers and the Asset Buyers, as the case may be, shall deliver to each
      of
      the Equity Sellers and the Asset Sellers, as the case may be, a portion of
      the
      cash component of the Purchase Price consistent with the amounts set forth
      in
      the Adjusted Allocation Schedule. 

     

    (d)
      At the Final Closing, Acquiror
      shall (i) deliver or cause to be delivered by the relevant Equity Buyer to
      the
      relevant Equity Seller a portion of the cash component of the Purchase Price
      and
      the Acquiror Convertible Instruments, having an aggregate value equal to the
      amount set forth in the Adjusted Allocation Schedule and (ii) deliver or cause
      to be delivered by the relevant Equity Buyer to the relevant Equity Seller
      a
      number of New Acquiror Shares having an aggregate value equal to, and allocated
      in a manner consistent with, the amounts set forth in the Adjusted Allocation
      Schedule (as modified pursuant to Section 3.2(b)(i)(3)). The number of
      New Acquiror Shares to be delivered at the Final Closing, subject to adjustment
      as a result of a reduction of the number of New Acquiror Shares to be issued
      pursuant to Section 3.3, shall equal (x) such amount set forth in the
      Adjusted Allocation Schedule multiplied by the Stock Percentage (as modified
      pursuant to an election by the Acquiror or GE to modify the Stock Percentage
      pursuant to Section 3.2(b), if applicable), divided by (y) the Stock
      Price, and shall be rounded up to the next whole share. The balance shall in
      each case be paid in cash. 

     

    3.3
Valuation
      of Purchased
      Equity.

     

    (a)
      No later than March 31, 2006 GE
      shall grant a mutually agreed independent expert (the “Independent
      Expert”) access to the books and records of the Purchased Subsidiaries, the
      Purchased Equity of which will be used as contribution in kind for the issue
      of


     

    22


    
    

    

    the
      New Acquiror Shares in order to
      verify that the fair value of the relevant Purchased Equity is not less than
      the
      aggregate Stock Price of the relevant New Acquiror Shares. GE shall provide
      the
      Independent Expert with the details of the valuation underlying the Purchase
      Price allocated to such Purchased Equity as set forth in the Adjusted Allocation
      Schedule). In addition, GE shall provide and shall cause each relevant Equity
      Seller to provide upon first demand such further information, books and records
      and work papers as may be reasonably requested by the Independent Expert in
      order to fulfill its verification duties. 

     

    (b)
      The Independent Expert shall
      complete its verification and issue a corresponding report to the Acquiror
      not
      later than twenty (20) Business Days prior to the Initial Closing. 

     

    (c)
      If the fair value of the
      relevant Purchased Equity as shown in the report is less than the aggregate
      Stock Price of the GE New Acquiror Shares to be issued in respect of such
      Purchased Equity, (i) the number of New Acquiror Shares to be delivered shall
      be
      reduced in amount equal to the shortfall (expressed in Swiss Francs) divided
      by
      the Stock Price and (ii) the applicable Equity Sellers shall be paid in cash
      instead in an amount equal to the number of New Acquiror Shares reduced
      multiplied by the Stock Price. Fractions shall be rounded up to the next whole
      share 

     

    (d)
      In the event that the Acquiror
      or GE, as the case may be, increase the Stock Percentage pursuant to Section
      3.2(b) the above provisions shall apply mutatis mutandis.


     

    3.4
Post-Closing
      Purchase Price
      Adjustment.

     

    (a)
      As soon as practicable, but no
      later than ninety (90) days after the Final Closing Date, Acquiror shall cause
      to be prepared and delivered to GE a calculation statement setting forth, in
      reasonable detail (including supporting schedules), the calculations of the
      adjustments of the Base Purchase Price as set forth in Section 3.1 (the
“Closing Date Statement”). The Closing Date Statement shall be prepared
      such that the amounts set forth therein shall be determined in a manner
      consistent with the preparation of the corresponding amounts set forth on the
      Reference Adjustment Statement. 

     

    (b)
      During the thirty (30) days
      immediately following GE’s receipt of the Closing Date Statement (the
“Adjustment Review Period”), GE and its Representatives will be permitted
      to review Acquiror’s working papers relating to the Closing Date Statement, and
      Acquiror shall make reasonably available, consistent with the provisions set
      forth in Section 7.2 of this Agreement, the individuals in its employ
      responsible for and knowledgeable about the information used in, and the
      preparation of, the Closing Date Statement in order to respond to the reasonable
      inquiries of GE. 

     

    (c)
      GE shall notify Acquiror in
      writing (the “Notice of Adjustment Disagreement”) prior to the expiration
      of the Adjustment Schedule Review Period if GE disputes amounts reflected in
      the
      Closing Date Statement. GE shall be permitted to dispute amounts reflected
      in
      the Closing Date Statement only on the basis that such amounts were not arrived
      at in a manner consistent with the preparation of the corresponding amounts
      set
      forth in the Consolidating Financial Statements used to prepare the Reference
      Adjustment Statement, or on 

     

    23


    
    

    

    the
      basis of arithmetic error. The
      Notice of Adjustment Disagreement shall set forth in reasonable detail the
      basis
      for such dispute, the amounts involved and GE’s determination of the Purchase
      Price. If no Notice of Adjustment Disagreement is received by Acquiror prior
      to
      the expiration of the Adjustment Review Period, then the Closing Date Statement
      and the Purchase Price set forth in the Closing Date Statement shall be deemed
      to have been accepted by GE and shall be binding upon the parties in accordance
      with Section 3.4(e). 

     

    (d)
      During the thirty (30) days
      immediately following the delivery of a Notice of Adjustment Disagreement (the
      “Consultation Period”), Acquiror and GE shall seek in good faith to
      resolve any differences that they may have with respect to the matters specified
      in the Notice of Adjustment Disagreement. 

     

    (e)
      If, at the end of the
      Consultation Period, GE and Acquiror have been unable to resolve any differences
      that they may have with respect to the matters specified in the Notice of
      Adjustment Disagreement, GE and Acquiror shall submit all matters that remain
      in
      dispute with respect to the Notice of Adjustment Disagreement to the Independent
      Accountant within fifteen (15) days after the end of the Consultation Period.
      Within thirty (30) days after such submission, or as soon as practicable
      thereafter, the Independent Accountant shall make a final determination, which
      shall be binding on the parties to this Agreement and their Affiliates, of
      the
      appropriate amount of each of the line items in the Closing Date Statement
      as to
      which GE and Acquiror disagree as set out in the Notice of Adjustment
      Disagreement. With respect to each disputed item, such determination, if not
      in
      accordance with the position of either GE or Acquiror, shall not be in excess
      of
      the higher, nor less than the lower, of the amounts advocated by GE in the
      Notice of Adjustment Disagreement or Acquiror in the Closing Date Statement
      with
      respect to such disputed line item. Based on its final determination of the
      disputed items, the Independent Accountant shall make a final determination,
      binding on the parties to this Agreement, as to the Purchase Price. The amount
      of the Purchase Price that is final and binding on the parties, as determined
      either through agreement of the parties pursuant to Section 3.4(c) or
3.4(d) or through the action of the Independent Accountant pursuant
      to
      this Section 3.4(e), is referred to as the “Final Purchase Price”.


     

    (f)
      The cost of the Independent
      Accountant’s review and determination shall be shared equally by GE, on the one
      hand, and Acquiror on the other hand. During the review by the Independent
      Accountant, Acquiror and GE will each make available to the Independent
      Accountant interviews with such individuals, and such information, books and
      records and work papers, as may be reasonably required by the Independent
      Accountant to fulfill its obligations under Section 3.4(e). In acting
      under this Agreement, the Independent Accountant will be entitled to the
      privileges and immunities of an arbitrator. 

     

    (g)
      If the Final Purchase Price
      exceeds the Purchase Price, Acquiror shall pay to GE, or if the Purchase Price
      exceeds the Final Purchase Price, GE shall pay to Acquiror, an amount equal
      to
      the difference between the Final Purchase Price and the Purchase Price (the
      “Final Adjustment Payment”). The Final Adjustment Payment shall be paid
      within two (2) Business Days of the determination of the Final Purchase Price
      by
      wire transfer in of immediately available funds to an account or accounts
      designated by the party entitled to receive such fund. 

     

    24


    
    

    

    3.5
Interim
      Earnings.

     

    (a)
      Attached hereto as Section
      3.5(a) of the GE Disclosure Letter is a calculation statement setting forth
      (i) the statement of earnings of the Business for the fiscal quarter ended
      September 30, 2005 and (ii) in reasonable detail (including supporting
      schedules), the calculations that would have been made to adjust the “net income
      (losses)” line item of such statement in accordance with the definition of
      Earnings contained in this Agreement (the “Reference Earnings
      Statement”). The Reference Earnings Statement has been prepared solely to
      illustrate the calculation of Earnings for the fiscal quarter ended September
      30, 2005 as if such quarter were included in the period in respect of which
      a
      payment is to be made pursuant to this Section 3.5. The amounts set forth
      therein are preliminary and shall not be taken into account in determining
      the
      amount of any payment to this Section 3.5. No representation or warranty
      is made by GE with respect to either such document. 

     

    (b)
      As soon as reasonably
      practicable, and in any event within thirty (30) days following each fiscal
      quarter ending on or after December 31, 2005, GE shall deliver to Acquiror
      for
      each such period a calculation statement setting forth (i) the statement of
      earnings for the Business for the fiscal quarter then ended, calculated in
      accordance with the statement of earnings included in the Reference Earnings
      Statement and (ii) in reasonable detail, the calculations to be made to adjust
      the “net income (losses)” line item of such statement of earnings in accordance
      with the definition of Earnings contained in this Agreement (each, an
“Interim Earnings Statement”). The quarterly Interim Earnings Statements,
      at the time of delivery thereof to Acquiror, shall be reviewed (based upon
      procedures to be reasonably agreed by the parties) by KPMG and GE shall also
      deliver to Acquiror with such statements a copy of KPMG’s report. In addition,
      at least five (5) days prior to the Initial Closing, GE shall deliver to
      Acquiror estimated Interim Earnings Statements (with respect to the Initial
      Closing and the Final Closing) for the period from the end of the last quarter
      for which the Latest Agreed Earnings has been determined through the Initial
      Closing Date or the Final Closing Date, as the case may be (the “Stub Period
      Earnings Statement”). 

     

    (c)
      GE and Acquiror shall meet to
      agree upon the calculation of Earnings for each period covered by an Interim
      Earning Statement. During the twenty (20) days immediately following Acquiror’s
      receipt of the applicable Interim Earnings Statements and KPMG report (each,
      an
“Earnings Review Period”), Acquiror and its Representatives shall be
      permitted to review GE’s working papers relating to such Interim Earnings
      Statement, and GE shall make reasonably available, consistent with the
      provisions set forth in Section 7.2 of this Agreement, the individuals in
      its employ responsible for and knowledgeable about the information used in,
      and
      the preparation of, such Interim Earnings Statement in order to respond to
      the
      reasonable inquiries of Acquiror. 

     

    (d)
      Acquiror shall notify GE in
      writing (each a “Notice of Earnings Disagreement”) prior to the
      expiration of the applicable Earnings Review Period if Acquiror disputes amounts
      reflected in the Interim Earnings Statement. Acquiror shall be permitted to
      dispute amounts reflected in the Interim Earnings Statement only on the basis
      that such amounts were not arrived at in a manner consistent with the
      preparation of the corresponding amounts set forth in the Consolidating
      Financial Statements used to prepare the Reference Earnings Statement and the
      previously delivered Interim Earnings Statements, or on the basis of arithmetic
      

     

    25


    
    

    

    error.
      The Notice of Earnings
      Disagreement shall set forth in reasonable detail the basis for such dispute,
      the amounts involved and Acquiror’s determination of Earnings. If no Notice of
      Earnings Disagreement is received by GE prior to the Expiration of any Earnings
      Review Period, then the Interim Earnings Statement and the calculation of
      Earnings set forth therein for such period shall be deemed to have been accepted
      by Acquiror and shall be binding upon the parties. 

     

    (e)
      During the fifteen (15) days
      immediately following the delivery of a Notice of Earnings Disagreement (the
      “Earnings Consultation Period”), Acquiror and GE shall seek in good faith
      to resolve any differences that they may have with respect to the matters
      specified in the Notice of Earnings Disagreement. 

     

    (f)
      If, at the end of the Earnings
      Consultation Period, GE and Acquiror have been unable to resolve any differences
      that they may have with respect to the matters specified in a Notice of Earnings
      Disagreement, GE and Acquiror shall submit all matters that remain in dispute
      to
      the Independent Accountant. Within thirty (30) days of such submission, or
      as
      soon as practicable thereafter, the Independent Accountant shall make a
      determination of the appropriate amount of each of the line items in the Interim
      Earnings Statement as to which GE and Acquiror disagree as set out in the
      applicable Notice of Earnings Disagreement. With respect to each disputed item,
      such determination, if not in accordance with the position of either GE or
      Acquiror, shall not be in excess of the higher, nor less than the lower, of
      the
      amounts advocated by Acquiror in the Notice of Earnings Disagreement or GE
      in
      the Interim Earnings Statement with respect to such disputed line item. Based
      on
      its final determination of the disputed items, the Independent Accountant shall
      make a final determination, binding on the parties to this Agreement, as to
      the
      amount of Earnings for either the Non-U.S. Polaris Companies or the U.S. Polaris
      Companies, as applicable. The amount of Earnings set forth in the most recent
      Interim Earnings Statement that as of a date prior to the Initial Closing has
      been determined either through agreement of the parties pursuant to Section
      3.5(d) or 3.5(e) or through the action of the Independent Accountant
      pursuant to this Section 3.5(f) is referred to as the “Latest Agreed
      Earnings.” The estimated amount of Earnings for the period from the end of
      the last quarter for which the Latest Agreed Earnings has been so determined
      through to the Initial Closing or the Final Closing, as applicable, set forth
      in
      the Stub Earnings Statement is referred to as the “Stub Period
      Earnings”). The amount of Earnings as of the Initial Closing or the Final
      Closing, as applicable, that is final and binding on the parties, as determined
      either through agreement of the parties pursuant to Section 3.5(d) or
3.5(e) or through the action of the Independent Accountant pursuant
      to
      this Section 3.5(f), is referred to as the “Final Earnings”.


     

    (g)
      The cost of the Independent
      Accountant’s review and determination shall be shared equally by GE, on the one
      hand, and Acquiror on the other hand. During the review by the Independent
      Accountant, Acquiror and GE will each make available to the Independent
      Accountant interviews with such individuals, and such information, books and
      records and work papers, as may be reasonably required by the Independent
      Accountant to fulfill its obligations under Section 3.5(f). In acting
      under this Agreement, the Independent Accountant will be entitled to the
      privileges and immunities of an arbitrator. 

     

    (h)
      If the sum of (x) Latest Agreed
      Earnings and (y) Stub Period Earnings (the “Estimated Earnings”):


     

    (i)
      for the Non-U.S. Polaris
      Companies are positive, an amount equal to Estimated Earnings shall be paid
      to
      the applicable Equity Sellers and the Asset Sellers by the applicable Equity
      Buyers and the Asset Buyers at the Initial Closing in accordance with this
      Section 3.5; 

     

    26


    
    

    

    (ii)
      for the U.S. Polaris Companies
      are positive, an amount equal to Estimated Earnings shall be paid by Acquiror
      to
      the applicable Equity Sellers at the Final Closing in accordance with this
      Section 3.5; 

     

    (iii)
      for the Non-U.S. Polaris
      Companies are negative, an amount equal to Estimated Earnings shall be paid
      by
      the applicable Equity Sellers and Asset Sellers to the applicable Equity buyers
      and Asset Buyers at the Initial Closing in accordance with this Section
      3.5; and 

     

    (iv)
      for the U.S. Polaris Companies
      are negative, an amount equal to Estimated Earnings shall be paid by the
      applicable Equity Sellers to Acquiror at the Final Closing in accordance with
      this Section 3.5. 

     

    (i)
      The processes set forth on this
Section 3.5 shall continue following the Closings in order to finalize
      the amount of Earnings for all periods following a determination of Latest
      Agreed Earnings. At such time as Final Earnings has been determined pursuant
      to
      this Section 3.5, the parties shall determine the amount of any
      underpayment and/or overpayment made pursuant to Section 3.5(h), and the
      applicable Equity Sellers and Assets Sellers, or Equity Buyers or Asset Buyers,
      shall make such payments as shall be necessary to give effect to the provisions
      of Section 3.5(h) as if the term “Final Earnings” had been substituted
      for the term “Estimated Earnings.” Any adjustment payment in respect of Final
      Earnings shall be paid within two (2) Business Days of the determination of
      Final Earnings by wire transfer in of immediately available funds to an account
      or accounts designated by the party entitled to receive such funds.


     

    3.6
Purchase
      Price
      Allocation. The Base Purchase Price shall be allocated as set forth in
Section 3.6 of the GE Disclosure Letter (the “Allocation
      Schedule”); provided that such schedule shall be adjusted from time
      to time to give effect to the allocation of the purchase price adjustments
      determined pursuant to Section 3.1 and to give effect to the provisions
      of Section 3.2. 

     

    3.7
Payment
      of Cash. Any cash
      payable pursuant to this Article III shall be paid by wire transfer of
      immediately available United States funds into an account or accounts designated
      by GE in writing (such designation to be made at least two (2) Business Days
      prior to the Initial Closing Date). 

     

    3.8
Anti-Dilution
      Provisions

     

    (a)
      If, between the date of this
      Agreement and the Final Closing Date, Acquiror shall pay a dividend in,
      subdivide, combine into a smaller number of shares or issue by reclassification
      of its shares, any Acquiror Shares, then the Upper Collar and the Lower Collar
      shall each be multiplied by a fraction, (i) the numerator of which shall be
      the
      number of Acquiror Shares outstanding immediately before, and (ii) the
      denominator of which shall be the number of Acquiror Shares outstanding
      immediately after, the occurrence of such event, and the resulting products
      shall from and after the date of such event be the Upper Collar and the Lower
      Collar, as the case may be, subject to further adjustment in accordance with
      this Section 3.8(a). 

     

    27


    
    

    

    (b)
      In case, between the date of
      this Agreement and the Final Closing Date, Acquiror shall fix a record date
      for
      the issuance of rights (other than the rights offering contemplated as part
      of
      the Acquiror Financing), options or warrants to the holders of Acquiror Shares
      generally, entitling such holders to subscribe for or purchase Acquiror Shares
      (or securities convertible into Acquiror Shares) at a price per Acquiror Share
      (or having a conversion price per Acquiror Share, if a security convertible
      into
      Acquiror Shares) less than the Current Market Price on such record date (or
      if
      such date of issuance is more than sixty days after the record date, less than
      the Current Market Price on such date of issuance), then the maximum number
      of
      Acquiror Shares issuable upon exercise of such rights, options or warrants
      (or
      conversion of such convertible securities) shall be deemed to have been issued
      and outstanding as of the record date, and the Upper Collar and the Lower Collar
      shall each be multiplied by a fraction, (i) the numerator of which shall be
      the
      sum of (A) the product obtained by multiplying (1) the number of Acquiror Shares
      outstanding immediately prior to the time of such issuance or sale by (2) the
      Current Market Price immediately prior to such issuance or sale and (B) the
      aggregate consideration, if any, to be received by Acquiror upon such issuance
      or sale, and (ii) the denominator of which shall be the product obtained by
      multiplying (x) the aggregate number of Acquiror Shares outstanding immediately
      after such issuance or sale and (y) the Current Market Price immediately prior
      to such issuance or sale, and the resulting products shall from and after the
      date of such event be the Upper Collar and the Lower Collar, as the case may
      be.
      The consideration received by Acquiror for any rights, options or warrants
      or
      convertible securities shall be deemed to be the consideration received by
      Acquiror for such rights, options or warrants or convertible securities, plus
      the consideration or premiums stated in such rights, options or warrants or
      convertible securities to be paid for the Acquiror Shares covered thereby.
      Such
      adjustment shall be made successively whenever any such record date is fixed;
      and in the event such rights, options or warrants or securities convertible
      into
      Acquiror Shares are not so issued or expire unexercised, or in the event of
      a
      change in the number of Acquiror Shares to which holders of Acquiror Shares
      are
      entitled or the aggregate consideration payable by holders of such rights,
      options or warrants or convertible securities for such Acquiror Shares prior
      to
      their receipt of such Acquiror Shares (other than pursuant to adjustment
      provisions therein comparable to those contained in this paragraph), the Upper
      Collar and Lower Collar shall again be adjusted to be (I) the Upper Collar
      and
      Lower Collar which would then be in effect if such rights, options or warrants
      or securities convertible into Acquiror Shares that were not so issued or
      expired unexercised had never had their related record date fixed, in the former
      event, or (II) the Upper Collar and Lower Collar which would then be in effect
      if such holders had initially been entitled to such changed number of Acquiror
      Shares or required to pay such changed consideration, in the latter event.
      

     

    (c)
      In case, between the date of
      this Agreement and the Final Closing Date, Acquiror shall issue and sell any
      Acquiror Shares (including any Shareholder New Acqiuror Shares to be issued
      pursuant to the rights offering contemplated as part of the Acquiror Financing,
      but excluding Acquiror Shares issued pursuant to the any other right, or an
      option or warrant or convertible security issued in any transaction described
      in
Section 3.8(b) above or pursuant to any option, warrant, right or
      convertible security outstanding on the date of this Agreement) at a price
      per
      Acquiror Share that is lower than the market price of the Shareholder


     

    28


    
    

    

    New
      Acqiuror Shares (the
“Measurement Price”) on the pricing date for such offering then the Upper
      Collar and Lower Collar shall each be multiplied by a fraction, (i) the
      numerator of which shall be the sum of (A) the product obtained by multiplying
      (1) the number of Acquiror Shares outstanding immediately prior to the time
      of
      such issuance and sale by (2) the Measurement Price and (B) the aggregate
      consideration, if any, to be received by Acquiror upon such issuance and sale,
      and (ii) the denominator of which shall be the product obtained by multiplying
      (x) the aggregate number of Acquiror Shares outstanding immediately after such
      issuance and sale and (y) the Measurement Price, and the resulting products
      shall from and after the date of such event be the Upper Collar and the Lower
      Collar, as the case may be (it being understood that a rights offering conducted
      at “market” will be deemed to have been issued and sold at the Measurement
      Price). 

     

    (d)
      In case, between the date of
      this Agreement and the Final Closing Date, Acquiror shall make a distribution
      to
      holders of Acquiror Shares of (i) evidences of its indebtedness or assets,
      or
      (ii) any options, warrants or other rights to subscribe for or purchase
      evidences of its indebtedness or assets (excluding (1) distributions in
      connection with the dissolution, liquidation or winding- up of Acquiror and
      (2)
      distributions of securities referred to in Section 3.8(a), 3.8(b)
      or 3.8(c)), then, in each case, after the record date for the
      determination of shareholders entitled to receive such distribution, the Upper
      Collar and the Lower Collar shall be multiplied by a fraction, the numerator
      of
      which shall be the Current Market Price immediately prior to such record date
      less the then fair market value of the evidences of indebtedness or assets,
      or
      the options, warrants or subscription or purchase rights so distributed
      attributable to one Acquiror Share, and the denominator of which shall be the
      Current Market Price immediately prior to such date. The fair market value
      in
      the above formula shall be determined by the mutual agreement of the parties’
financial advisors. In the event the parties’ financial advisors fail to reach
      an agreement within twenty (20) calendar days of the date of the relevant record
      date, then such fair market value shall be determined by a nationally recognized
      investment bank selected by the parties’ financial advisors. Such adjustment
      shall be made successively whenever any such record date is fixed; and in the
      event such evidences of indebtedness or assets, or such options, warrants or
      subscription or purchase rights are not so distributed or expire unexercised,
      or
      in the event of a change in the amount of indebtedness or assets to which
      holders of Acquiror Shares are entitled or the aggregate consideration payable
      by holders of such options, warrants or subscription or purchase rights prior
      to
      their receipt of such evidences of indebtedness or assets, the Upper Collar
      and
      Lower Collar shall again be adjusted to be (I) the Upper Collar and Lower Collar
      which would then be in effect if such evidences of indebtedness or assets,
      or
      such options, warrants or subscription or purchase rights that were not so
      distributed or expired unexercised had never had their related record date
      fixed, in the former event, or (II) the Upper Collar and Lower Collar which
      would then be in effect if such holders had initially been entitled to such
      changed amount of indebtedness or assets or required to pay such changed
      consideration, in the latter event. 

     

    (e)
      In case any portion of the
      consideration to be received by Acquiror in any transaction described in
Section 3.8(b) or 3.8(c) shall be in a form other than cash, the
      fair market value of such non-cash consideration shall be utilized in the
      computation set forth in Section 3.8(b) or 3.8(c), as applicable.
      Such fair market value shall be determined by the mutual agreement of the
      parties’ financial advisors. In the event the parties’ financial advisors fail
      to reach an agreement within twenty (20) calendar days of the date of the
      relevant record date, in 

     

    29


    
    

    

    the
      case of Section 3.8(b),
      and the relevant issuance or sale in the case of Section 3.8(c), then
      such fair market value shall be determined by a nationally recognized investment
      bank selected by the parties’ financial advisors. 

     

    3.9
Other
      Adjustment
      Verifications. If Acquiror disagrees with GE’s certification of capital
      contributions provided under Section 7.17, within ninety (90) days of the
      Final Closing, Acquiror shall send a notice of disagreement to GE. If GE and
      the
      Acquiror cannot resolve any such disagreement within thirty (30) days of GE’s
      receipt of such notice the parties shall submit such disagreement to the
      Independent Auditor for resolution, whose decision shall be final and binding.
      

     

    ARTICLE
      IV 

     

    CLOSING


     

    4.1
Closing
      Dates. (a) The
      closing of the sale and purchase of the Purchased Equity provided for in
Section 2.1(a) and the Transferred Assets (the “Initial Closing”)
      shall take place at the offices of Weil, Gotshal & Manges LLP located at 767
      Fifth Avenue, New York, New York at 10:00 a.m. (New York City time) (the “WGM
      Offices”) (i) two Business Days following the date on which the last of the
      conditions required to be satisfied or waived pursuant to Sections 8.1
      and 8.2 is either satisfied or waived (other than those conditions that
      by their nature are to be satisfied at the Initial Closing, but subject to
      the
      satisfaction or waiver of those conditions at such time) or (ii) at such other
      time or date as the parties hereto shall agree upon in writing; provided
      that the closing of the sale and purchase of the asset and liabilities
      transferring under the UK Transfer Schemes shall take place in the United
      Kingdom pursuant to the applicable Court Order. The date on which the Initial
      Closing is to occur is referred to herein as the “Initial Closing Date.”


     

    (b)
      The closing of the sale and
      purchase of the Purchased Equity provided for in Section 2.1(b) (the
“Final Closing”; the Initial Closing and the Final Closing are sometimes
      referred to herein as the “Closings”) shall take place (i) in respect of
      the issue of New Acquiror Shares against contribution in kind, at the offices
      of
      Niederer Kraft & Frey, Bahnhofstrasse 13, 8001 Switzerland at 07.15 a.m.
      CET, and (ii) in respect of the sale of Purchased Equity for cash and the
      delivery of Acquiror Convertible Instruments against Purchased Equity, at the
      WGM Offices, (i) on the later of (x) the second Business Day following the
      Initial Closing Date and (y) the first Business Day following the date on which
      the last of the conditions required to be satisfied pursuant to Sections
      8.3 and 8.4 is satisfied (other than those conditions that by their
      nature are to be satisfied at the Final Closing, but subject to the satisfaction
      of those conditions at such time) or (ii) at such other time or date as the
      parties hereto shall agree in writing. The date on which the Final Closing
      is to
      occur is referred to herein as the “Final Closing Date”). 

     

    4.2
Closing
      of New Acquiror
      Shares. In connection with the transfer and contribution in kind of
      Purchased Equity and the subsequent issuance of the New Acquiror Shares the
      following steps shall be undertaken: 

     

    (a)
      Not later than the Business Day
      preceding the Final Closing Date the board of directors of Acquiror shall
      resolve the Capital Increase (Erhöhungsbeschluss). 

     

    30


    
    

    

    (b)
      Following completion of the step
      under Section 4.2(a) above, on the Final Closing Date, the relevant
      Equity Sellers shall (i) enter into a contribution in kind agreement with
      Acquiror and subscribe for the New Acquiror Shares, (ii) deliver the
      corresponding subscription form to Acquiror, (iii) pursuant to the contribution
      in kind agreements pay the subscription price for the New Acquiror Shares by
      a
      contribution in kind consisting of the Purchased Equity as described in the
      Adjusted Allocation Schedule hereto and (iv) assign, convey, transfer ownership
      and deliver such Purchased Equity to Acquiror, together with stock certificates
      or other applicable instruments evidencing the Purchased Equity, duly endorsed
      in blank or accompanied by stock powers duly executed in blank. 

     

    (c)
      Following completion of the
      steps under Sections 4.2(a) and (b) above and the written
      confirmation issued by Acquiror and GE that the conditions to closing specified
      in Sections 8.3 and 8.4, respectively, have been satisfied, which
      written confirmation shall include a statement of the amount of funds dividended
      out of GE ISC prior to the Final Closing Date in respect of the redemption
      of
      the Class C Stock, on the Final Closing Date: 

     

    (i)
      Acquiror shall, through its
      board of directors: 

     

    (A)
      adopt a report on the Capital
      Increase out of authorized share capital (Kapitalerhöhungsbericht) and
      take note of the auditor’s report (Prüfungsbestätigung) as required by
      Swiss statutory law; 

     

    (B)
      ascertain by way of resolution
      that the New Acquiror Shares are validly subscribed and paid-in and make all
      amendments to Acquiror’s Articles of Association necessary in connection with
      the Capital Increase (Feststellungsbeschluss); and 

     

    (C)
      following completion of the
      steps under Sections 4.2(c)(i)(A) and (B), file the required application
      to register the Capital Increase with the commercial register; and 

     

    (ii)
      After registration of the
      Capital Increase in the journal of the commercial register (Tagebuch)
      Acquiror shall: 

     

    (A)
      deliver to GE and the Admission
      Board of the SWX Swiss Exchange, with a copy to GE’s legal counsel, by 4:00 pm
      CET, an excerpt issued by the commercial register (after approval by the federal
      commercial register without reservation (Tagebuchauszug)) evidencing the
      Capital Increase; 

     

    (B)
      deliver to the relevant Equity
      Sellers a confirmation duly signed by two officers of Acquiror that the relevant
      Equity Sellers have been registered as shareholders with voting rights in the
      share register of Acquiror; and 

     

    (C)
      deliver the New Acquiror Shares
      as soon as possible after the Final Closing Date through the facilities of
      SIS
      to an account with a Swiss Bank of international repute designated by the
      relevant Equity Sellers in writing (such designation to be made at least three
      (3) Business Days prior to the Final Closing Date). 

     

    31


    
    

    

    4.3
Transferors’
Deliveries
      at
      Closings. 

     

    (a)
      At the Initial Closing:


     

    (i)
      The applicable Transferors shall
      deliver to the applicable purchasers: 

     

    (A)
      stock certificates or other
      applicable instruments evidencing the Purchased Equity to be delivered pursuant
      to Section 2.1(a), duly endorsed in blank or accompanied by stock powers
      duly executed in blank; 

     

    (B)
      an executed counterpart of the
      Transition Services Agreement; 

     

    (C)
      an executed counterpart of the
      Transition Trademark License Agreement; 

     

    (D)
      an executed counterpart of the
      Intellectual Property Cross License Agreement; 

     

    (E)
      the officer’s certificates
      required pursuant to Sections 8.1(a) and (b); 

     

    (F)
      all original books, records,
      files and papers, whether in hard copy or computer format, of the Non–U.S.
      Polaris Companies, except as provided in Sections 2.2(b)(vi) and
2.5 and except to the extent already in the possession of the
      Polaris
      Companies; 

     

    (G)
      copies (or other evidence) of
      all consents, authorizations, Orders, Permits and approvals required to be
      obtained in satisfaction of Section 8.1(g); 

     

    (H)
      all such additional instruments,
      documents and certificates provided for by this Agreement or as may be
      reasonably requested by Acquiror in connection with the closing of the
      transactions contemplated by this Agreement and the Related Agreements to be
      effected at the Initial Closing; 

     

    (I)
      an executed counterpart of the
      Asset Transfer Agreement; 

     

    (J)
      executed counterparts of the UK
      Asset Purchase Agreements; and 

     

    (K)
      executed counterparts of the
      Equity Transfer Agreements. 

     

    (ii)
      GE shall provide certification,
      in form reasonably satisfactory to Acquiror, that the transactions contemplated
      by this Agreement are exempt from withholding under Section 1445 of the Code;
      and 

     

    (iii)
      GE shall provide a counterpart
      of the Management Services Agreement executed by GE Asset Management.


     

    32


    
    

    

    (b)
      At the Final Closing, the
      applicable Equity Sellers shall deliver to Acquiror: 

     

    (i)
      stock certificates or other
      applicable instruments evidencing the Purchased Equity to be delivered pursuant
      to Sections 2.1(b) and 4.2(b), duly endorsed in blank or
      accompanied by stock powers duly executed in blank; 

     

    (ii)
      all original books, records,
      files and papers, whether in hard copy or computer format, of the U.S. Polaris
      Companies, including insurance and reinsurance contracts, claims and
      underwriting files, sales and promotional literature, manuals and data, sales
      and purchase correspondence and lists of present and former customers, except
      as
      provided in Section 2.5 and except to the extent already in the
      possession of the Polaris Companies or relating to the Excluded Business;


     

    (iii)
      the officer’s certificates
      required pursuant to Sections 8.3(a) and (b); 

     

    (iv)
      an executed counterpart of the
      Shareholding Agreement; and 

     

    (v)
      all such additional instruments,
      documents and certificates provided for by this Agreement or as may be
      reasonably requested by Acquiror in connection with the closing of the
      transactions contemplated by this Agreement and the Related Agreements to be
      effected at the Final Closing. 

     

    4.4
Acquiror’s
      Deliveries at
      Closing. 

     

    (a)
      At the Initial Closing:


     

    (i)
      the applicable purchasers shall
      deliver to the applicable Transferors: 

     

    (A)
      cash in the amounts set forth in
Section 3.2(c) and 3.5(h); 

     

    (B)
      an executed counterpart of the
      Transition Services Agreement; 

     

    (C)
      an executed counterpart of the
      Transition Trademark License Agreement; 

     

    (D)
      an executed counterpart of the
      Intellectual Property Cross License Agreement; 

     

    (E)
      the officer’s certificates
      required pursuant to Sections 8.2(a) and (b); 

     

    (F)
      copies (or other evidence) of
      all valid consents, authorizations, Orders, Permits and approvals required
      to be
      obtained in satisfaction of Section 8.2(g); 

     

    33


    
    

    

    (G)
      all such additional instruments,
      documents and certificates provided for by this Agreement or as may be
      reasonably requested by GE in connection with the closing of the transactions
      contemplated by this Agreement and the Related Agreements to be effected at
      the
      Initial Closing; 

     

    (ii)
      Acquiror shall provide a
      counterpart of the Management Services Agreement executed by Acquiror or its
      designated Affiliate; 

     

    (A)
      an executed counterpart of the
      Asset Transfer Agreement; 

     

    (B)
      executed counterparts of the UK
      Asset Purchase Agreements; 

     

    (iii)
      executed counterparts of the
      Equity Transfer Agreements; and 

     

    (iv)
      the Notes, if any.


     

    (b)
      At the Final Closing, Acquiror
      shall deliver or cause to be delivered to the applicable Transferors:


     

    (i)
      cash in the amounts set forth in
Section 3.2(d) and 3.5(h); 

     

    (ii)
      instruments evidencing the
      Acquiror Convertible Instruments; 

     

    (iii)
      the New Acquiror Shares
      pursuant to Section 4.2(c)(ii)(C) and a confirmation duly signed by two
      officers of Acquiror that the relevant Equity Sellers have been registered
      as
      shareholders with voting rights in the share register of Acquiror; 

     

    (iv)
      the officer’s certificates
      required pursuant to Sections 8.4(a) and (b); 

     

    (v)
      an executed counterpart of the
      Shareholding Agreement; 

     

    (vi)
      the Notes, if any; and


     

    (vii)
      all such additional
      instruments, documents and certificates provided for by this Agreement or as
      may
      be reasonably requested by GE in connection with the closing of the transactions
      contemplated by this Agreement and the Related Agreements to be effected at
      the
      Final Closing. 

     

    ARTICLE
      V 

     

    REPRESENTATIONS
      AND WARRANTIES OF GE


     

    Except
      as otherwise provided in
Sections 5.31 and 11.1 hereof, GE hereby represents and warrants
      to Acquiror that: 

     

    5.1
Organization
      and Good
      Standing. Each of GE, the Transferors and the Acquired Subsidiaries is a
      corporation or other organization duly organized, validly existing and, to
      the
      extent applicable in such jurisdiction, in good standing under the laws of
      the
      jurisdiction of 

     

    34


    
    

    

    its
      incorporation or organization.
      Each of the Polaris Companies has all requisite corporate power and authority
      to
      own, operate and lease their properties and assets and to operate the Business
      as now conducted. Each of the Equity Sellers and the Polaris Companies is duly
      qualified or authorized to do business as a foreign corporation and, to the
      extent applicable in such jurisdiction, is in good standing under the laws
      of
      each jurisdiction in which the conduct of its business or the ownership, leasing
      or operation of its properties and assets requires such qualification or
      authorization, except where the failure to be so qualified, authorized or in
      good standing (a) has not had and would not reasonably be expected to have,
      individually or in the aggregate, a Business Material Adverse Effect and (b)
      would not reasonably be expected to prevent, materially delay or materially
      impair the ability of GE or the Transferors to consummate the transactions
      contemplated by the Transaction Agreements. 

     

    5.2
Authorization.
      GE and
      each of its applicable Affiliates have all requisite power and authority to
      execute and deliver this Agreement (in the case of GE) and the other Transaction
      Agreements to which it is or is to be a party, to perform all of the obligations
      to be performed by each of them hereunder and thereunder and to consummate
      the
      transactions contemplated hereby and thereby. The execution, delivery and
      performance of this Agreement by GE and of the other Transaction Agreements
      by
      GE or its applicable Affiliate, and the consummation by them of the transactions
      contemplated hereby and thereby, have been duly and validly authorized by all
      requisite corporate action on the part of GE and its applicable Affiliates.
      This
      Agreement, the Tax Matters Agreement, the International Tax Matters Agreement
      and the Employee Matters Agreement (in the case of GE) have been and, as of
      the
      applicable Closing Date, each of the other Transaction Agreements will be,
      duly
      and validly executed and delivered by GE and each of its applicable Affiliates
      and (assuming the due authorization, execution and delivery by the other parties
      hereto and thereto) this Agreement, the Tax Matters Agreement and the Employee
      Matters Agreement constitute, and upon execution and delivery, the other
      Transaction Agreements will constitute, the legal, valid and binding obligations
      of GE and each of its applicable Affiliates that is a party thereto, enforceable
      against it in accordance with its terms, subject to applicable bankruptcy,
      insolvency, reorganization, moratorium, fraudulent conveyance and similar laws
      affecting creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including an implied covenant
      of good faith and fair dealing (regardless of whether enforcement is sought
      in a
      proceeding at law or in equity). 

     

    5.3
No
      Conflicts.


     

    (a)
      The execution, delivery and
      performance of the Transaction Agreements by GE and its applicable Affiliates
      and the consummation by GE and its applicable Affiliates of the transactions
      contemplated by the Transaction Agreements do not and will not (i) violate
      or
      conflict with the organizational documents of GE, any of the Transferors or
      the
      Acquired Subsidiaries, (ii) provided that all consents, approvals,
      authorizations and other actions described in Section 5.4 have been
      obtained or taken, violate or conflict with any Law or Order applicable to
      GE,
      the Transferors or the Acquired Subsidiaries or any of their material assets
      or
      properties, or (iii) except as set forth in Section 5.3 of the GE
      Disclosure Letter and except for the Material Insurance Contracts, result in
      any
      breach of, or constitute a default (or event which, with the giving of notice
      or
      lapse of time, or both, would become a default) under, or result in the loss
      of
      a benefit under, or require any consent or approval under, or give to any Person
      any rights of termination, amendment, acceleration or cancellation of, or result
      in the creation of any Lien on 

     

    35


    
    

    

    any
      of the Transferred Assets
      pursuant to, any Material Contract, material Permit or other material instrument
      to which GE, any of the Acquired Subsidiaries, the Equity Sellers or the Asset
      Sellers (with respect to the Transferred Assets) is a party or by which any
      of
      the assets or properties of the Business (including the Transferred Assets)
      are
      bound or affected, except, in the case of clauses (ii) and (iii), any such
      conflicts, violations, breaches, Liens, defaults or rights as would not,
      individually or in the aggregate, reasonably be expected to (A) have a Business
      Material Adverse Effect or (B) prevent, materially delay or materially impair
      the ability of GE or the Transferors to consummate the transactions contemplated
      by the Transaction Agreements. 

     

    (b)
      GE has made available to
      Acquiror true and complete copies of the certificate of incorporation and
      by-laws (or comparable organizational documents) of each of the Acquired
      Subsidiaries. 

     

    5.4
Consents
      and Approvals.
      The execution and delivery of the Transaction Agreements by GE and its
      applicable Affiliates that are party thereto do not, and the performance by
      GE
      and its applicable Affiliates of, and the consummation by GE and its applicable
      Affiliates of the transactions contemplated by, the Transaction Agreements
      will
      not, require any consent, approval, authorization or other action or Order
      by,
      or any filing with or notification to, any Governmental Authority, except (a)
      in
      connection, or in compliance with, the notification and waiting period
      requirements of, and applicable filings or approvals under, Antitrust Laws,
      (b)
      in connection or in compliance with the insurance Laws of the jurisdictions
      set
      forth in Section 5.4(b) of the GE Disclosure Letter, (c) where the
      failure to obtain such consent, approval, authorization or action or to make
      such filing or notification has not had and would not reasonably be expected
      to
      have, individually or in the aggregate, a Business Material Adverse Effect
      or
      (d) as may be necessary as a result of any facts or circumstances relating
      to
      Acquiror or its Affiliates. 

     

    5.5
Capitalization.
      

     

    (a)
Section
      5.5 of the GE
      Disclosure Letter sets forth a true and complete list of the Subsidiaries of
      the
      Purchased Subsidiaries, and, with respect to each Acquired Subsidiary, (i)
      the
      authorized capital stock, including par value, (ii) the jurisdiction of
      organization or incorporation and (iii) as of the date hereof, (A) the number
      and class of shares issued and outstanding, (B) the number of shares held as
      treasury stock and (C) the names of all stockholders or other equity owners
      and
      the number of shares of stock owned by each stockholder or the amount of equity
      owned by each equity owner. Except as set forth in Section 5.5 of the GE
      Disclosure Letter, all of the issued and outstanding shares of each Acquired
      Subsidiary, as applicable, were duly authorized for issuance and are validly
      issued, fully paid and non-assessable and were not issued in violation of any
      Contract or preemptive rights, and are owned of record and beneficially by
      GE
      and its Affiliates as set forth in the GE Disclosure Letter, free and clear
      of
      all Liens, except for any Liens arising out of, under or in connection with
      this
      Agreement. Other than (x) as set forth in Section 5.5 of the GE
      Disclosure Letter, (y) investments in Persons held in any Polaris Company’s
      investment portfolio and (z) equity or other similar interests with a value
      of
      less than $1,000,000, as of the date hereof there is no Person in which any
      of
      the Acquired Subsidiaries owns, of record or beneficially, any direct or
      indirect equity or other similar interest in excess of 5%, or any right
      (contingent or otherwise) to acquire the same. 

     

    36


    
    

    

    (b)
      There is no existing option,
      warrant, call, right, or Contract of any character to which GE, Transferors
      or
      any Acquired Subsidiary is a party requiring, and there are no securities of
      GE,
      Transferors or any Acquired Subsidiary outstanding which upon conversion or
      exchange would require, the issuance, of any shares of capital stock of any
      Acquired Subsidiary or other securities convertible into, exchangeable for
      or
      evidencing the right to subscribe for or purchase shares of capital stock of
      any
      Acquired Subsidiary, including preemptive rights. None of GE, any Transferor
      or
      any of the Acquired Subsidiaries is a party to any voting trust, proxy or other
      Contract with respect to dividend rights or the voting, redemption, sale,
      transfer or other disposition of shares or equity of any of the Acquired
      Subsidiaries. 

     

    5.6
Title
      and Transfer of
      Purchased Equity and Transferred Assets. Each Equity Seller is the record
      and beneficial owner of the Purchased Equity indicated as being owned by such
      Transferor on Exhibit A, free and clear of any Liens, except for any
      Liens arising out of this Agreement. Except for Permitted Liens or any Liens
      arising out of this Agreement, the Transferred Assets are owned, leased or
      licensed by or otherwise made available to the Asset Sellers, free and clear
      of
      any Liens. Upon consummation of the transactions contemplated by this Agreement,
      including the execution and delivery of the documents to be delivered at the
      applicable Closing, the Asset Buyers and Equity Buyers shall acquire all of
      the
      rights of each Transferor in and to the Purchased Equity and the Transferred
      Assets, free and clear of all Liens (other than, with respect to the Transferred
      Assets, Permitted Liens). 

     

    5.7
Insurance
      Subsidiaries.
      The Polaris Companies conduct all of their insurance and reinsurance operations
      through the Subsidiaries listed in Section 5.7(a) of the GE Disclosure
      Letter (each, a “GE Insurance Subsidiary”, and collectively, the “GE
      Insurance Subsidiaries”). Section 5.7(a) of the GE Disclosure Letter
      lists the jurisdiction of incorporation of each GE Insurance Subsidiary. Except
      as set forth in Section 5.7(a) of the GE Disclosure Letter, none of the
      GE Insurance Subsidiaries is “commercially domiciled” in any other jurisdiction.
      Except as set forth in Section 5.7(b) of the GE Disclosure Letter, each
      of the GE Insurance Subsidiaries is, where required, (a) duly licensed or
      authorized as an insurance company or, where applicable, reinsurer in its
      jurisdiction of incorporation, (b) duly licensed or authorized as an insurance
      company or, where applicable, a reinsurer in each other jurisdiction where
      it is
      required to be so licensed or authorized and (c) duly authorized in its
      jurisdiction of incorporation and each other applicable jurisdiction to write
      each line of business reported as being written in the Business SAP Statements,
      except, in each case, where the failure to be so licensed or authorized has
      not
      had and would not reasonably be expected to have, individually or in the
      aggregate, a Business Material Adverse Effect. Except as set forth in Section
      5.7(b) of the GE Disclosure Letter, all of such licenses that are material
      to the Business are in full force and effect, and there is no investigation
      pending or, to the Knowledge of GE, threatened which would reasonably be
      expected to lead to the revocation, amendment, failure to renew, limitation,
      suspension or restriction of any such material license. Except as set forth
      in
Section 5.7(c) of the GE Disclosure Letter, the GE Insurance Subsidiaries
      have made all required material filings under applicable insurance holding
      company Laws. 

     

    5.8
Business
      Financial
      Statements. Section 5.8 of the GE Disclosure Letter contains true and
      correct copies of (a) the audited consolidated statement of financial position
      of “GE ISC and Consolidated Subsidiaries” as at December 31, 2004 and 2003, and
      the related 

     

    37


    
    

    

    audited
      consolidated statements of
      earnings, stockholder’s equity and cash flows for each of the years in the
      three-year period ended December 31, 2004 (such audited statements, including
      related notes, are referred to herein as the “Audited Business Financial
      Statements”), and (b) the unaudited, condensed, consolidated statement of
      financial position of “GE ISC and Consolidated Subsidiaries” as at June 30, 2005
      and the related unaudited, condensed, consolidated statements of current and
      retained earnings and cash flows for the six (6) month period then ended (such
      unaudited statements are referred to herein as the “Unaudited Business
      Financial Statements”). Each of the Audited Business Financial Statements
      has been prepared based on the accounting books and records of “GE ISC and its
      Consolidated Subsidiaries” in accordance with GAAP consistently applied
      throughout the periods involved and presents fairly, in all material respects,
      the consolidated financial position, results of operations and cash flows of
“GE
      ISC and Consolidated Subsidiaries” as at the dates and for the periods indicated
      therein. Each of the Unaudited Business Financial Statements has been prepared
      based on the accounting books and records of GE ISC, the other Polaris Companies
      and ERAC in accordance with GAAP consistently applied throughout the periods
      involved and present fairly, in all material respects, the combined financial
      position and results of operations of GE ISC, the other Polaris Companies and
      ERAC; except that such Unaudited Business Financial Statements are (i) condensed
      and do not include footnotes, year-end adjustments and certain other disclosures
      which might be required for such information to be presented in accordance
      with
      GAAP and (ii) reflect a change in reporting entity as a result of the conversion
      of General Electric Capital Corporation’s preferred stock investment in ERC into
      a direct common stock investment in GE ISC. For the purposes hereof, the
      unaudited condensed, consolidated statement of financial position included
      in
      the Unaudited Business Financial Statements is referred to as the “Balance
      Sheet.” The Additional Financial Statements will be prepared, subject to the
      matters contemplated by Section 7.7, on a basis consistent with the prior
      quarterly financial statements of GE ISC and its Consolidated Subsidiaries,
      except (i) as otherwise required by changes in Law, GAAP or SAP after the date
      hereof and (ii) changes in accounting methods, principles or practices that
      affect GE Subsidiaries generally. 

     

    5.9
Business
      SAP Statements.
      As used herein, the term “Business SAP Statements” means the annual
      statutory statements or regulatory returns and, to the extent applicable,
      quarterly supplements, of each of the GE Insurance Subsidiaries as filed with
      the applicable insurance regulatory authorities for the years ended December
      31,
      2004 and 2003 and the quarterly periods ended March 31, 2005 and June 30, 2005,
      or the local equivalents in the applicable jurisdictions. GE has made available
      to Acquiror true and complete copies of the Business SAP Statements. Except
      as
      set forth in Section 5.9 of the GE Disclosure Letter: (i) each of the GE
      Insurance Subsidiaries has filed or submitted all Business SAP Statements
      required to be filed with or submitted to the appropriate insurance regulatory
      authorities of the jurisdiction in which it is domiciled on forms prescribed
      or
      permitted by such authority, (ii) the Business SAP Statements have been prepared
      in accordance with SAP consistently applied throughout the periods involved
      and
      present fairly, in all material respects, the statutory financial position
      and
      the statutory results of operations of the GE Insurance Subsidiaries as at
      the
      dates and for the periods indicated therein and (iii) each of the Business
      SAP
      Statements complied in all material respects with applicable Law when filed,
      and
      no material deficiency has been asserted in writing with respect to any Business
      SAP Statement by the applicable insurance regulatory body or any other
      Governmental Authority. 

     

    38


    
    

    

    5.10
No
      Undisclosed
      Liabilities. Other than (a) Liabilities incurred after December 31, 2004 in
      the ordinary course of business consistent with past practice of the Polaris
      Companies, including Liabilities for losses and loss adjustment expenses arising
      under policies or contracts of insurance or reinsurance issued or assumed by
      a
      GE Insurance Subsidiary, (b) Liabilities accrued or reserved against in (i)
      the
      audited consolidated statement of financial position as of December 31, 2004
      included in the Audited Business Financial Statements or (ii) the balance sheets
      as of December 31, 2004 in the Business SAP Statements, (c) Liabilities incurred
      in connection with the transactions contemplated hereby or permitted to be
      incurred by this Agreement, (d) Liabilities in respect of claims asserted by
      or
      against holders of Polaris Companies Insurance Contracts or Polaris Companies
      Reinsurance Agreements, (e) Liabilities set forth in Section 5.10 of the
      GE Disclosure Letter and (f) Liabilities that have not had and would not
      reasonably be expected to have, individually or in the aggregate, a Business
      Material Adverse Effect, none of the Polaris Companies has any Liabilities
      of
      any nature, whether or not required by GAAP or SAP to be reflected in, reserved
      against or otherwise described in a balance sheet. 

     

    5.11
Absence
      of Certain
      Developments. 

     

    (a)
      Except as expressly contemplated
      by this Agreement and as set forth in Section 5.11 of the GE Disclosure
      Letter, from December 31, 2004 through the date hereof, the Polaris Companies
      conducted their respective businesses only in the ordinary course of business
      consistent with past practice (including with regard to investment policies
      generally) and there has not been: 

     

    (i)
      to the extent payable by a
      Polaris Company or affecting a Business Employee, any (A) employment, deferred
      or incentive compensation, severance, retirement or other similar agreement
      entered into or plan or arrangement established with or with respect to any
      director, officer or employee (or any amendment to any such existing agreement),
      (B) grant of any severance or termination pay to any director, officer or
      employee other than in the ordinary course of business consistent with past
      practice or (C) change in compensation or other benefits payable to any
      director, officer or employee, other than (x) increases in compensation and
      bonuses made in the ordinary course of business consistent with past practice
      and (y) changes in benefits required by plans and arrangements under the terms
      in effect as of December 31, 2004; 

     

    (ii)
      any action which, if taken
      after the date hereof, would require the consent of Acquiror under Section
      7.1(d)(ii), (iii), (iv) or (vii); and 

     

    (iii)
      other than claims arising
      under policies or contracts of insurance or reinsurance issued or assumed by
      any
      Polaris Company, any event, change, occurrence or circumstance that has had
      or
      would reasonably be expected to have, individually or in the aggregate, a
      Business Material Adverse Effect. 

     

    (b)
      From October 1, 2005 through the
      date hereof, none of the Polaris Companies declared or paid any dividends or
      other distributions to GE or any of its Affiliates (other than dividends or
      distributions made solely to another Polaris Company). 

     

    39


    
    

    

    5.12
Intellectual
      Property.


     

    (a)
      To the Knowledge of GE, the
      Polaris Companies own, license or otherwise have the right to use all material
      Intellectual Property in use by them that is necessary to the operation of
      the
      Business as conducted on the date of this Agreement and all such Intellectual
      Property included in the Transferred Assets is free and clear of all Liens,
      other than Permitted Liens. 

     

    (b)
      To the Knowledge of GE, no third
      Person is engaging in any activity that infringes, misappropriates or otherwise
      violates, in any material respect, the Business Intellectual Property.


     

    (c)
      (i) None of the Polaris
      Companies has received any written claim or notice from any Person that the
      Polaris Companies are engaging in any activity that infringes, misappropriates
      or otherwise violates in any material respect any Intellectual Property of
      any
      third Person, (ii) there are no Actions pending or, to the Knowledge of GE,
      threatened against the Polaris Companies alleging any infringement,
      misappropriation or violation, or challenging or questioning the validity with
      respect to any material Intellectual Property used or owned by them.


     

    (d)
Section
      5.12(d) of the GE
      Disclosure Letter sets forth a true and complete list as of the date hereof
      of
      all material Business Intellectual Property which is the subject of
      registrations or applications for registration. To the Knowledge of GE, such
      registrations and applications are valid and subsisting. 

     

    5.13
Material
      Contracts.


     

    (a)
Section
      5.13(a) of the GE
      Disclosure Letter sets forth, as of the date hereof, all of the following
      Contracts to which any Polaris Company (or GE or its respective Affiliates
      (other than the Polaris Companies)) is a party or by which it or any of its
      assets or properties is bound with respect to the Business (collectively, the
      “Material Contracts”): 

     

    (i)
      Contracts between any of the
      Polaris Companies, on the one hand, and either (A) GE or any of its Affiliates
      (other than the Polaris Companies) or Blue Ridge or its Subsidiaries, involving
      payments by or to a Polaris Company in the last twelve (12) months in excess
      of
      $1,000,000, or (B) any current or former officer, director or employee of GE
      or
      any of its Affiliates (other than any U.S. Executive Agreement or comparable
      Contract with a non-U.S. employee of a Polaris Company), in either case on
      the
      other hand; 

     

    (ii)
      Contracts that contain
      covenants prohibiting or limiting the ability of any Polaris Company or,
      following consummation of the transactions contemplated by the Transaction
      Agreements, Acquiror’s business, to engage in any business activity in any
      geographic area or in any line of business or to compete with any Person, to
      the
      extent that such covenants would be in effect after the Initial Closing Date;
      

     

    (iii)
      Contracts with any labor union
      or association representing any employee of the Business; 

     

    40


    
    

    

    (iv)
      Contracts for the sale of any
      of the assets (including equity interests) of any of the Polaris Companies
      other
      than in the ordinary course of business consistent with past practice, for
      consideration in excess of $10,000,000; 

     

    (v)
      Contracts relating to any
      acquisition to be made, after the date hereof, by any of the Polaris Companies
      of any operating business, assets or the capital stock of any other Person,
      in
      each case for consideration in excess of $10,000,000; 

     

    (vi)
      Contracts relating to the
      incurrence of Indebtedness by any of the Polaris Companies involving amounts
      in
      excess of $5,000,000, other than Contracts with Affiliates which are to be
      terminated pursuant to Section 7.8; 

     

    (vii)
      Contracts providing for the
      indemnification (other than any Tax indemnification) by any of the Polaris
      Companies (A) of any special purpose vehicle or other financing entity,
      including off balance sheet entities or (B) of any purchaser in connection
      with
      an acquisition (by merger, consolidation, acquisition of stock or assets or
      otherwise) of any former business of the Polaris Companies where the Polaris
      Company believes the amount of such indemnity would reasonably be expected
      to
      exceed $10,000,000; 

     

    (viii)
      any agency, broker, selling,
      marketing or similar Contract, individually or in the aggregate, relating to
      the
      direct insurance of the Business and involving payments in the last twelve
      (12)
      months in excess of $1,000,000; 

     

    (ix)
      any material joint venture or
      partnership agreement in which a Polaris Company participates as a partner,
      member, or joint venturer, other than in respect of joint ventures or similar
      investments held in an investment portfolio; 

     

    (x)
      (A) Contracts granting or
      obtaining any right to use or practice any rights under any material registered
      Intellectual Property, material information technology service Contracts and
      material outsourcing Contracts, in each case involving payments by or to a
      Polaris Company in the last twelve (12) months in excess of $5,000,000 and
      (B)
      Contracts containing covenants not to assert claims of infringement with respect
      to the Business Intellectual Property and Business Technology; and 

     

    (xi)
      Contracts restricting the
      payment of dividends or other distributions by any Polaris Company.


     

    (b)
      Each Material Contract is a
      legal, valid and binding obligation of one of the Polaris Companies and is
      enforceable against the Polaris Company party thereto and, to the Knowledge
      of
      GE, of each other party thereto, in accordance with its terms (except in each
      case as may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance and similar laws affecting creditors’ rights
      and remedies generally, and subject, as to enforceability, to general principles
      of equity, including an implied covenant of good faith and fair dealing
      (regardless of whether enforcement is sought in a proceeding at law or in
      equity)). Neither GE nor any of its Affiliates that is a party thereto
      (including the Polaris Companies) (i) is in material violation or material
      default of any Material Contract or (ii) has received any written notice of
      any
      event that with notice or lapse of time, or both, would constitute a material
      default by the Polaris Companies under any Material Contract. Complete and
      correct copies of each of the Material Contracts have been made available to
      Acquiror prior to the date hereof. 

     

    41


    
    

    

    5.14
Employment
      and Employee
      Benefits Plans. Each representation in each subsection of this Section
      5.14 is qualified, and an exception to such representation is hereby made,
      to the extent of any matters set forth in the corresponding subsections of
      Section 5.14 of the GE Disclosure Letter. 

     

    (a)
      All employee benefit plans
      (within the meaning of Section 3(3) of ERISA) and all bonus or other incentive
      compensation, stock option, stock purchase, restricted stock, deferred
      compensation, retiree health or life insurance, supplemental retirement,
      severance, vacation or educational assistance plans, programs or arrangements
      sponsored by GE or one of the Polaris Companies and as to which GE or its
      Affiliates has any obligation or liability for the benefit of any Business
      Employee are referred to herein as “Employee Plans”. The Employee Plans
      sponsored solely by one or more of the Polaris Companies are referred to as
      “Subsidiary Plans”, and the Employee Plans sponsored by GE and its
      Affiliates (excluding Polaris Companies) are referred to as “Parent
      Plans”. 

     

    (b)
Section
      5.14(b) of the GE
      Disclosure Letter sets forth a list of all Employee Plans for the benefit of
      Business Employees employed in the United States (“U.S. Employee Plans”)
      and separately identifies (i) the U.S. Employee Plans that are sponsored solely
      by one or more of the Polaris Companies (“U.S. Subsidiary Plans”) and
      (ii) the U.S. Employee Plans that are sponsored, in whole or in part, by GE
      and
      its Affiliates other than Polaris Companies (“U.S. Parent Plans”).


     

    (c)
Section
      5.14(c) of the GE
      Disclosure Letter sets forth a list of all individual employment, retention,
      termination, severance or other similar agreements with any Business Employee
      who is within the Officer, Senior Executive Band or Executive Band (such
      agreements are hereinafter referred to as the “Executive Agreements”).
Section 5.14(c) of the GE Disclosure Letter sets forth a list of all
      standard forms of employment agreements used in each jurisdiction in which
      Business Employees are employed (such agreements, “Form Employment
      Agreements”). 

     

    (d)
      GE has previously made available
      to Acquiror (i) a true and complete copy of each U.S. Employee Plan and Employee
      Plan that is a defined benefit pension plan, (ii) a complete copy of each
      Executive Agreement and each Form Employment Agreement and (iii) a summary
      of
      all material Employee Plans for the benefit of Business Employees employed
      outside of the United States (“Foreign Benefit Plans”). Within 30 days
      after the date hereof, GE shall provide Acquiror with true and complete copies
      of each other Foreign Benefit Plan and make available all other individual
      employment agreements. 

     

    (e)
      None of the U.S. Subsidiary
      Plans is a multiemployer plan (within the meaning of Section 3(37) of ERISA).
      

     

    (f)
      Each U.S. Subsidiary Plan that
      is intended to qualify under Section 401(a) of the Code has received a favorable
      determination letter from the IRS that it is so qualified, and each related
      trust that is intended to be exempt from federal income Tax pursuant to Section
      501(a) 

     

    42


    
    

    

    of
      the Code has received a
      determination letter from the IRS that it is so exempt, and no fact or event
      has
      occurred since the date of such determination letter that would reasonably
      be
      expected to adversely affect such qualification or exemption, as the case may
      be. 

     

    (g)
      With respect to each U.S.
      Employee Plan, none of the Acquired Subsidiaries is currently liable for any
      material Tax arising under Section 4971, 4972, 4975, 4979, 4980 or 4980B of
      the
      Code, and no fact or event exists that would give rise to any such material
      Tax
      liability. None of the Acquired Subsidiaries has incurred any material
      outstanding liability under or arising out of Title IV of ERISA, and no fact
      or
      event exists that would reasonably be expected to result in such a liability.
      None of the Acquired Subsidiaries is required to post any security under Section
      307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee
      Plan, and no fact or event exists that would reasonably be expected to give
      rise
      to any such Lien or requirement to post any such security. 

     

    (h)
      Each Employee Plan is now and
      has been operated in accordance in all material respects with the requirements
      of all applicable Laws, including, in the case of U.S. Employee Plans, ERISA
      and
      the Code. 

     

    (i)
      None of the compensation payable
      by any Acquired Subsidiary on or after the Closing Date to any Transferred
      Employee on account of the transactions contemplated by this Agreement shall
      not
      be deductible by reason of the application of Section 280G of the Code.


     

    (j)
      There are no material
      controversies pending or, to the Knowledge of GE, threatened between the Polaris
      Companies and any of their respective employees. 

     

    (k)
      None of the Polaris Companies is
      a party to any collective bargaining, works council or other similar employee
      representative agreements covering Business Employees. 

     

    (l)
      There are no (i) strikes, work
      stoppages, work slowdowns or lockouts pending or, to the Knowledge of GE,
      threatened against or involving the Business Employees, or (ii) unfair labor
      practice charges, grievances or complaints pending or, to the Knowledge of
      GE,
      threatened by or on behalf of any Business Employee, except as would not
      reasonably be expected to have a Business Material Adverse Effect. 

     

    (m)
      The Polaris Companies are in
      compliance with all applicable laws respecting employment and employment
      practices, including all Laws respecting terms and conditions of employment,
      health and safety, wages and hours, child labor, immigration, employment
      discrimination, disability rights, equal opportunity, affirmative action, and
      employee leaves. 

     

    5.15
Litigation.
      Except as
      set forth in Section 5.15(a) of the GE Disclosure Letter or for ordinary
      course claims arising under Polaris Companies Insurance Contracts, the Polaris
      Companies Reinsurance Agreements and Polaris Companies Retrocession Agreements,
      there are no Actions pending or, to the Knowledge of GE, threatened against
      GE,
      Transferors or the Acquired Subsidiaries or any of the Polaris Companies’
respective properties or assets, where such Action (a) seeks in excess of
      $10,000,000 or (b) with respect to GE or any Transferor, would reasonably be
      expected to prevent, materially delay or materially impair the ability of GE
      

     

    43


    
    

    

    or
      any Transferor to consummate the
      transactions contemplated by, or to perform their obligations under, the
      Transaction Agreements. There are no Orders or settlement agreements binding
      upon GE, Transferors or the Acquired Subsidiaries that would reasonably be
      expected, individually or in the aggregate, to prevent, materially delay or
      materially impair the ability of GE or Transferors to consummate the
      transactions contemplated by the Transaction Agreements. No Order or Permit
      applicable to, binding on or held by any of the Polaris Companies or their
      respective properties or assets (A) limits the ability of any Polaris Company
      to
      pay dividends or make other distributions or (B) materially restricts the
      business of any of the Polaris Companies, except for limitations and
      restrictions generally applicable to other similarly situated Persons.


     

    5.16
Compliance
      with Laws;
      Permits. 

     

    (a)
      Except as set forth in
Section 5.16(a) of the GE Disclosure Letter, the Polaris Companies are in
      compliance in all material respects with all Laws of any Governmental Authority
      applicable to their respective businesses or operations, except where the
      failure to be in compliance would not reasonably be expected to prevent,
      materially delay or materially impair the ability of GE or Transferors to
      consummate the transactions contemplated by the Transaction Agreements, and
      since December 31, 2004, none of GE, the Equity Sellers or the Polaris Companies
      have received any written notice of or been charged with the violation in any
      material respects of any such Laws. Each of the Polaris Companies is in
      compliance in all material respects with its own and GE’s policies applicable to
      its collection, use and disclosure of personal or private information of
      customers or consumers. 

     

    (b)
      GE has provided Acquiror access
      to all documents provided to the Office of the New York Attorney General
      (“NYAG”) in response to the NYAG’s subpoena dated November 17, 2004. To
      the Knowledge of GE, there are no non-privileged documents that are reasonably
      responsive to such subpoena, as modified by agreement with the NYAG, that were
      not provided to the NYAG and made available to Acquiror. GE has asserted
      privileges in this matter in the ordinary course with respect to certain
      documents not provided to the NYAG. As of the date hereof, Section
      5.16(b) of the GE Disclosure Letter (i) identifies all other subpoenas and
      written requests for information received by GE or any of its Affiliates from
      any other Governmental Authority substantially covering the matters referred
      to
      in the NYAG’s subpoena and (ii) sets forth a description of the scope of the
      response, if any, to the NYAG subpoena and the other subpoenas and written
      requests referred to in clause (i) above. 

     

    (c)
      The Polaris Companies have all
      Permits that are required for the operation of the Business as conducted on
      the
      date hereof, other than those the failure of which to possess has not had and
      would not reasonably be expected to have, individually or in the aggregate,
      a
      Business Material Adverse Effect. None of the Polaris Companies is in material
      default or material violation (and no event has occurred which, with notice
      or
      the lapse of time or both, would constitute a material default or material
      violation by a Polaris Company) of any term, condition or provision of any
      such
      Permit. 

     

    (d)
      Notwithstanding the foregoing,
      no representation or warranty is made in this Section 5.16 with respect
      to Environmental Laws, Tax matters or employment, employee benefit or labor
      matters. 

     

    44


    
    

    

    5.17
Environmental
      Matters.
      Except as set forth in Section 5.17 of the GE Disclosure Letter: (a) none
      of the Owned Real Property or the Leased Real Property (collectively, the
“Real Properties”) is subject to a written notice, request for
      information or order from or agreement with a Governmental Authority or third
      party respecting the release or threatened release of a Hazardous Material
      into
      the environment; (b) to the Knowledge of GE, there has been no release,
      discharge or disposal of Hazardous Materials on, at or under the Real Properties
      or arising out of the conduct of the Business, which would reasonably be
      expected to result in the imposition of any material Liability on the Polaris
      Companies under Environmental Laws; (c) none of the Real Properties is subject
      to any Lien in favor of any Governmental Authority for (i) material Liability
      under any Environmental Laws or (ii) material costs incurred by a Governmental
      Authority in response to a release or threatened release of a Hazardous Material
      into the environment; (d) with respect to the Real Properties or the operation
      of the Business thereon, there are no material judicial or administrative
      proceedings pending or, to the Knowledge of GE, threatened arising under or
      relating to an Environmental Law or making any claim based on an Environmental
      Law for personal injury, wrongful death or property damage; (e) the Polaris
      Companies have operated and are operating the Business in compliance with
      applicable Environmental Laws except where the failure to be in compliance
      has
      not had and would not reasonably be expected to have, individually or in the
      aggregate, a Business Material Adverse Effect; and (f) the Polaris Companies
      currently have all Environmental Permits that are required for the operation
      of
      the Business as conducted on the date hereof, other than those the failure
      of
      which to possess has not had and would not reasonably be expected to have,
      individually or in the aggregate, a Business Material Adverse Effect.


     

    5.18
Sufficiency
      of Assets.
      Except for the Excluded Assets, the Transferred Assets and the other assets
      of
      the Acquired Subsidiaries, taking into account the Transaction Agreements and
      services the Polaris Companies currently procure from third parties in the
      ordinary course of business, constitute all of the assets necessary to conduct
      the Business in all material respects as conducted on the date of this
      Agreement. 

     

    5.19
Reserves.
      Except as may
      be required as a result of a change in Law, GAAP or SAP, the reserves for
      payment of benefits, losses, claims and expenses pursuant to all insurance,
      reinsurance and retrocession policies and contracts of each GE Insurance
      Subsidiary reflected in or included with the consolidated financial statements
      of “GE ISC and Consolidated Subsidiaries” and the quarterly statements of the GE
      Insurance Subsidiaries for the period ended September 30, 2005 have been
      calculated in all material respects in accordance with the reserving practices
      and policies employed in connection with the preparation of the Unaudited
      Business Financial Statements and the Business SAP Statements as of, and for
      the
      period ended, June 30, 2005. 

     

    5.20
Investment
      Intention.
      The Equity Sellers are acquiring the New Acquiror Shares for their own account,
      for investment purposes only. The Equity Sellers are not acquiring the New
      Acquiror Shares with a view to the distribution (as such term is used in Section
      2(a)(11) of the Securities Act of 1933, as amended (the “Securities
      Act”)) thereof. GE understands that such securities have not been registered
      under the Securities Act and cannot be sold unless subsequently registered
      under
      the Securities Act or an exemption from such registration is available, and
      agrees that it will not, and will cause the Equity Sellers not to, reoffer
      or
      resell the New Acquiror Shares or the Acquiror Convertible Instruments in any
      transaction that would 

     

    45


    
    

    

    require
      the registration of New
      Acquiror Shares or Acquiror Convertible Instruments under the Securities Act
      or
      would require the preparation or publication of a prospectus under the EU
      Prospectus Directive and the EU Prospectus Directive Regulation or any other
      similar Law, regulation or stock exchange requirements in any jurisdiction,
      and
      will not, and will obtain agreements from each purchaser of New Acquiror Shares
      to not, deposit any New Acquiror Shares in Acquiror’s American Depositary
      Receipts facility. 

     

    5.21
Financial
      Advisors.
      Except as set forth in Section 5.21 of the GE Disclosure Letter, no
      Person has acted, directly or indirectly, as a broker, finder or financial
      advisor for GE or any of its Affiliates in connection with the transactions
      contemplated by this Agreement and no such Person is entitled to any fee or
      commission or like payment from Acquiror in respect thereof. For the avoidance
      of doubt, the fees and expenses of each Person referred to in Section
      5.21 of the GE Disclosure Letter will be paid by GE or its Affiliates (other
      than the Polaris Companies). 

     

    5.22
Material
      Insurance
      Contracts. 

     

    (a)
Section
      5.22(a) of the GE
      Disclosure Letter sets forth, as of the date hereof, a complete and correct
      list
      of all of the following Contracts (collectively, “Material Insurance
      Contracts”): 

     

    (i)
      reinsurance treaties entered
      into as an assuming reinsurer written by (A) ERC, GE Reinsurance Corporation,
      the Australian branch office of ERC, GE Frankona
      Ruckversicherungs-Aktiengesellschaft, GE Frankona Reinsurance A/S or GE Frankona
      Reinsurance Limited (U.K.) with written premium in excess of $10,000,000
      attributable to a treaty period occurring between January 1, 2003 and September
      30, 2005, and (B) ERC or GE Reinsurance Corporation with net written premium
      in
      excess of $5,000,000 during the 2005 calendar year; 

     

    (ii)
      primary insurance contracts in
      force as of August 31, 2005 and written by (A) Westport Insurance Corporation,
      First Specialty Insurance Corporation or ERC with annual premium in excess
      of
      $500,000 and (B) Industrial Risk Insurers with annual premium in excess of
      $1,000,000; 

     

    (iii)
      (A) facultative certificates
      written by GE Frankona Ruckversicherungs-Aktiengesellschaft or GE Frankona
      Reinsurance A/S with written premium in excess of $5,000,000 attributable to
      a
      certificate period occurring between January 1, 2003 and September 30, 2005
      and
      (B) the thirty-two (32) largest facultative certificates written by ERC or
      GE
      Reinsurance Corporation attributable to a certificate period occurring between
      January 1, 2003 and September 30, 2005; and 

     

    (iv)
      the seventy-five (75) Contracts
      where a Polaris Company is the cedant which have the highest “recoverable”
balances as of September 30, 2004, where “recoverable” is defined as the sum of
      paid amounts and case reserves. 

     

    (b)
      Except as would not,
      individually or in the aggregate, reasonably be expected to result in a Business
      Material Adverse Effect, each Material Insurance Contract is the legal, valid
      and binding obligation of one of the Polaris Companies and is enforceable
      against the 

     

    46


    
    

    

    Polaris
      Company party thereto and,
      to the Knowledge of GE, of each other party thereto, in accordance with its
      terms (except in each case as may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, fraudulent conveyance and similar laws
      affecting creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of whether
      enforcement is sought in a proceeding at law or in equity)). 

     

    (c)
      Except as set forth in
Section 5.22(c) of the GE Disclosure Letter, neither GE nor any of its
      Affiliates has received (i) to the knowledge of the person set forth in
Section 5.22(c) of the GE Disclosure Letter, any threat (written or oral)
      from any party to any Polaris Companies Retrocession Agreement that such party
      intends not to honor its obligations under such Polaris Companies Retrocession
      Agreement, which threat is reasonably likely to result in an Action, and (ii)
      any written notice from any such party that such party intends not to honor
      its
      obligations under such Polaris Companies Retrocession Agreement. 

     

    5.23
Portfolio
      Investments.
      All investments included in the investment portfolios of each of the Polaris
      Companies comply in all material respects with all Laws applicable to the
      Polaris Companies. Except as set forth in Section 5.23 of the GE
      Disclosure Letter, as of June 30, 2005, none of the material investments
      included in the investment portfolios of the Polaris Companies is in material
      default in the payment of principal or interest or dividends. 

     

    5.24
Real
      Property.


     

    (a)
Section
      5.24(a) of the GE
      Disclosure Letter sets forth a true and complete list as of the date hereof
      of
      each material parcel of Owned Real Property. One or more of the Polaris
      Companies hold good and valid title to each such parcel of Owned Real Property
      in fee simple absolute, free and clear of all Liens other than Permitted Liens.
      

     

    (b)
Section
      5.24(b) of the GE
      Disclosure Letter sets forth a true and complete list as of the date hereof
      of
      all material leases of Leased Real Property (the “Material Leases”). All
      of the Material Leases are in full force and effect and no Polaris Company
      (i)
      is in material default of any Material Lease or (ii) has received any written
      notice of any event that with notice or lapse of time, or both, would constitute
      a material default by the Polaris Companies under any Material Leases. GE has
      made available to Acquiror true and complete copies of the Material Leases.
      

     

    (c)
      As of the date hereof, there are
      no condemnation proceedings or eminent domain proceedings of any kind pending,
      or to the Knowledge of GE, threatened with respect to any portion of the Real
      Property. 

     

    5.25
Investment
      Company. None
      of the Polaris Companies is an “investment company”, as such term is defined in
      the Investment Company Act of 1940, as amended. 

     

    5.26
Internal
      Controls. The
      Business maintains a system of internal accounting controls sufficient to comply
      in all material respects with all legal and accounting requirements applicable
      to the Business. There are no significant deficiencies in the internal
      accounting controls of the Business which would reasonably be expected to
      adversely effect in any material 

     

    47


    
    

    

    respect
      the ability of the Business
      to record, process, summarize and report financial data. Neither GE, the
      Transferors nor any Polaris Company has received notice of any material
      complaint, allegation, assertion or claim that the Business has engaged in
      questionable accounting or auditing practices. 

     

    5.27
Books
      and Records. The
      books and records of the Polaris Companies (a) have been maintained in all
      material respects in accordance with accounting practices and applicable Law
      and
      (b) contain in all material respects true and accurate records of all
      information required to be recorded therein. The books and records relating
      primarily to the Business are, or as of the Final Closing will be, in the
      possession or under the control of the Polaris Companies. 

     

    5.28
Non-Traditional
      Products. GE has provided Acquiror access to all documents provided to the
      Securities and Exchange Commission (“SEC”) in response to the SEC’s
      subpoena to GE dated April 29, 2005. As of the date hereof, to the Knowledge
      of
      GE, all non-privileged, material documents that are reasonably responsive to
      such subpoena, as modified by agreement with the SEC, that were provided to
      the
      SEC have been made available to Acquiror. This is an ongoing investigation.
      GE
      has asserted privileges in this matter in the ordinary course with respect
      to
      certain documents not provided to the SEC. As of the date hereof, Section
      5.28 of the GE Disclosure Letter (i) identifies all other subpoenas and
      written information requests received by GE or any of its affiliates from any
      other Governmental Authority substantially covering the matters referred to
      in
      the SEC’s subpoena and (ii) sets forth a description of the scope of the
      response, if any, to the SEC subpoena and the other subpoenas and written
      requests referred to in clause (i) above. 

     

    5.29
Indebtedness.
      As of the
      date hereof, except as described in Section 5.29 of the GE Disclosure
      Letter and for Indebtedness less than $5,000,000 in the aggregate, none of
      the
      Polaris Companies has any outstanding Indebtedness. 

     

    5.30
Selected
      Matters.


     

    (a)
      None of the “Polaris
      Subsidiaries” (as that term is defined in the Tax Matters Agreement) has foreign
      branches with the exception of those entities listed in Section 5.30 of
      the GE Disclosure Letter. 

     

    (b)
      No Polaris Subsidiary has been,
      within the last five (5) years, a managing member, general partner or partner
      that owns or owned 50% or more of the interests of any partnership or joint
      venture or the holder of a beneficial interest in any trust (other than any
      trust described in N.Y. Insurance Department Regulation 114 (N.Y. Comp. Codes
      R.
& Regs., tit. 11, sec. 126) or any similar trust) for any period for which
      the statute of limitations for any Tax has not expired. 

     

    5.31
No
      Other Representations or
      Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED
      IN THIS ARTICLE V (AS MODIFIED BY THE GE DISCLOSURE LETTER), THE TAX
      MATTERS AGREEMENT, THE UK TAX MATTERS AGREEMENT, THE INTERNATIONAL TAX MATTERS
      AGREEMENT AND THE SHAREHOLDING AGREEMENT, 

     

    48


    
    

    

    NEITHER
      GE NOR ANY OTHER
      PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH
      RESPECT TO GE, GE’S AFFILIATES, THE TRANSFERORS, THE ACQUIRED SUBSIDIARIES OR
      THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS, AND GE DISCLAIMS
      ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY GE, THE TRANSFERORS,
      THE ACQUIRED SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS,
      DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS
      AND WARRANTIES CONTAINED IN ARTICLE V HEREOF (AS MODIFIED BY THE GE
      DISCLOSURE LETTER), THE TAX MATTERS AGREEMENT, THE UK TAX MATTERS AGREEMENT,
      THE
      INTERNATIONAL TAX MATTERS AGREEMENT AND THE SHAREHOLDING AGREEMENT), GE HEREBY
      DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY,
      PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED
      (ORALLY OR IN WRITING) TO ACQUIROR OR ANY OF ITS AFFILIATES OR REPRESENTATIVES
      (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN
      OR
      MAY BE PROVIDED TO ACQUIROR OR ANY OF ITS AFFILIATES BY ANY DIRECTOR, OFFICER,
      EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF GE, THE TRANSFERORS, THE
      ACQUIRED SUBSIDIARIES OR ANY OF THEIR RESPECTIVE
      AFFILIATES).

     

    ARTICLE
      VI 

     

    REPRESENTATIONS
      AND WARRANTIES OF
      ACQUIROR 

     

    Acquiror
      hereby represents and
      warrants to GE that: 

     

    6.1
Organization
      and Corporate
      Existence. 

     

    (a)
      Acquiror is a company limited by
      shares (Aktiengesellschaft) duly, validly and lawfully incorporated and
      existing under the laws of Switzerland and has full corporate capacity and
      authority to own, operate, lease and use its properties and assets and to
      conduct its business as the same is currently being conducted. 

     

    (b)
      Except as set forth in
Section 6.1(b) of the Acquiror Disclosure Letter, no material order has
      been made, petition presented, resolution passed or meeting convened for the
      winding-up (or other process whereby a business would be terminated and assets
      distributed amongst creditors and/or shareholders) of Acquiror or any of its
      Subsidiaries, there are no cases or proceedings under insolvency, reorganization
      or similar laws pending in relation to them, and no events have occurred that
      would justify any such case or proceeding. No receiver (including any
      administrative receiver), liquidator, administrator or similar official has
      been
      appointed with respect to Acquiror or any of its Subsidiaries and no step has
      been taken for or with a view to the appointment of any such person. None of
      Acquiror or any of its Subsidiaries is insolvent or unable to pay its debts
      as
      they fall due. 

     

    49


    
    

    

    6.2
Authorization
      of Agreement;
      Voting Requirements. (a) Acquiror has all requisite power and authority to
      execute and deliver this Agreement and the other Transaction Agreements, and,
      subject to obtaining the Required Acquiror Vote and the registration of the
      Capital Increase with respect to the New Acquiror Shares, the registration
      of
      the conditional share capital for the Acquiror Convertible Instruments and
      the
      registration of the resolutions of the Acquiror Shareholder Meeting in the
      competent commercial register, to perform all of its obligations to be performed
      hereunder or thereunder and to consummate the transactions contemplated hereby
      and thereby. The execution, delivery and performance of this Agreement and
      the
      other Transaction Agreements and, subject to obtaining the Required Acquiror
      Vote, the consummation of the transactions contemplated hereby and thereby
      have
      been duly and validly authorized by all requisite corporate action on the part
      of Acquiror. This Agreement, the Tax Matters Agreement, the International Tax
      Matters Agreement and the Employee Matters Agreement have been, and each of
      the
      other Transaction Agreements will be at or prior to the Closing, duly and
      validly executed and delivered by Acquiror and (assuming the due authorization,
      execution and delivery by the other parties hereto and thereto) this Agreement,
      the Tax Matters Agreement and the Employee Matters Agreement constitute, and
      upon execution and delivery, the other Transaction Agreements will constitute,
      the legal, valid and binding obligations of Acquiror, enforceable against it
      in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent conveyance and similar laws affecting
      creditors’ rights and remedies generally, and subject, as to enforceability, to
      general principles of equity, including principles of commercial reasonableness,
      good faith and fair dealing (regardless of whether enforcement is sought in
      a
      proceeding at law or in equity). 

     

    (b)
      Acquiror’s Board of Directors,
      at a meeting duly called and held, has by majority vote (i) approved this
      Agreement, the Transaction Agreements and the transactions contemplated hereby
      and thereby and (ii) determined to recommend and propose that stockholders
      of
      Acquiror approve the resolutions described in Section 7.12(a) (the
“Acquiror Board Recommendation”). 

     

    (c)
      The affirmative vote in favor of
      the creation of the authorized share capital for the Capital Increase and the
      creation of conditional capital for the Acquiror Convertible Instruments at
      the
      Acquiror Shareholder Meeting or any adjournment or postponement thereof by
      two-thirds of the shares represented at the meeting (the “Required Acquiror
      Vote”) are the only votes or approvals of the shareholders of Acquiror or
      any of its Subsidiaries which are necessary for the purpose of the Capital
      Increase and the issuance of the Acquiror Convertible Instruments. 

     

    6.3
No
      Conflicts.


     

    (a)
      The execution, delivery and
      performance of the Transaction Agreements by Acquiror and the consummation
      by
      Acquiror of the transactions contemplated by the Transaction Agreements do
      not
      and will not (i) violate or conflict with the organizational documents of
      Acquiror, (ii) provided that all consents, approvals, authorizations and other
      actions described in Section 6.4 have been obtained or taken, violate or
      conflict with any Law or Order applicable to Acquiror or any of its Subsidiaries
      or any of their material assets or properties, or (iii) except as set forth
      in
Section 6.3 of Acquiror Disclosure Letter, result in any breach of, or
      constitute a default (or event which, with the giving of notice or lapse of
      time, or 

     

    50


    
    

    

    both,
      would become a default) under,
      or result in the loss of a benefit under, or require any consent or approval
      under, or give to any Person any rights of termination, amendment, acceleration
      or cancellation of, any material, Contract, material Permit or other material
      instrument to which Acquiror or any of its Subsidiaries is a party or by which
      any of the assets or properties of Acquiror or any of its Subsidiaries are
      bound
      or affected, except, in the case of clauses (ii) and (iii), any such conflicts,
      violations, breaches, defaults or rights as, individually or in the aggregate,
      would not reasonably be expected to (A) have an Acquiror Material Adverse Effect
      or (B) prevent, materially delay or materially impair the ability of Acquiror
      to
      consummate the transactions contemplated hereby. 

     

    (b)
      Acquiror has made available to
      GE true and complete copies of its Articles of Association. 

     

    6.4
Consents
      and Approvals.
      The execution and delivery by Acquiror of the Transaction Agreements do not,
      and
      the performance by Acquiror of, and the consummation by Acquiror of the
      transactions contemplated by, the Transaction Agreements will not, require
      any
      consent, approval, authorization or other action or Order by, or any filing
      with
      or notification to, any Governmental Authority, except (a) in connection, or
      in
      compliance with, the notification and waiting period requirements of, and
      applicable filings or approvals under, Antitrust Laws, (b) in connection or
      in
      compliance with the insurance laws of the jurisdictions set forth in Section
      6.4(b) of Acquiror Disclosure Letter, (c) the Required Acquiror Vote, the
      actions required to call the Acquiror Shareholder Meeting, the filing with
      and
      the registration of the Capital Increase with the commercial register, and
      the
      approval of the SWX Swiss Exchange for the listing of the New Acquiror Shares
      and the conditional capital created for purposes of the Acquiror Convertible
      Instruments and the approval of a prospectus (if required) by the Financial
      Services Authority (“FSA”), (d) where the failure to obtain such consent,
      approval, authorization or action or to make such filing or notification has
      not
      had and would not reasonably be expected to have, individually or in the
      aggregate, an Acquiror Material Adverse Effect or (e) as may be necessary as
      a
      result of any facts or circumstances relating to GE or its Affiliates.


     

    6.5
Capitalization.
      

     

    (a)
      As of the date hereof, the
      issued share capital of Acquiror amounts to CHF 32,209,092.20 (thirty-two
      million two hundred nine thousand ninety-two point twenty Swiss Francs), is
      divided into 322,090,922 (three hundred twenty-two million ninety thousand
      nine
      hundred twenty-two) registered shares with a par value of CHF 0.10 (point ten
      Swiss Francs) each, and is fully paid up (the “Acquiror Shares”). Except
      as set forth in Section 6.5(a) of the Acquiror Disclosure Letter, as of
      the date hereof (i) there are no resolutions pending, planned or anticipated
      or
      rights or commitments outstanding regarding the issuance of Acquiror Shares,
      other than as set forth in Acquiror’s Articles of Association as in effect as of
      the date hereof and as contemplated by this Agreement and (ii) all of the issued
      and outstanding Acquiror Shares were duly authorized for issuance and are
      validly issued and fully paid up and were not listed in violation of Contract,
      preemptive rights or applicable Law. 

     

    (b)
      Except as set forth in
Section 6.5(b) of Acquiror Disclosure Letter, as of the date hereof,
      there is no existing option, warrant, call, right, or Contract of any character
      to which Acquiror is a party requiring, and there are no securities of Acquiror
      outstanding which 

     

    51


    
    

    

    upon
      conversion or exchange would
      require, the issuance of any shares of Acquiror or other securities convertible
      into, exchangeable for or evidencing the right to subscribe for or purchase
      shares of capital stock of Acquiror. 

     

    6.6
Issuance
      and Transfer of New
      Acquiror Shares and Acquiror Convertible Instruments. 

     

    (a)
      The New Acquiror Shares and the
      Acquiror Convertible Instruments when issued as contemplated by this Agreement
      will, assuming the Equity Sellers deliver the Purchased Equity, be duly and
      validly issued in accordance with the Laws of Switzerland and any other relevant
      jurisdiction, and the New Acquiror Shares will be fully paid up to at least
      their nominal value and non-assessable (it being understood that the
      contribution of the Purchased Equity in accordance with the terms hereof is
      the
      Equity Sellers’ sole obligation with respect to their receipt of the New
      Acquiror Shares). 

     

    (b)
      Upon consummation of the
      transactions contemplated by this Agreement, including the execution and
      delivery of the documents to be delivered at the Closing, at the Closing Date,
      the Equity Sellers shall be vested with full legal ownership in and to the
      New
      Acquiror Shares and the Acquiror Convertible Instruments, free and clear of
      any
      and all Liens or transfer restrictions, except as set forth in this Agreement,
      the Shareholding Agreement or as imposed by applicable securities Laws.


     

    6.7
Acquiror
      Financial
      Statements. Acquiror has made available to GE copies of (a) the audited
      stand-alone and consolidated balance sheets of Acquiror as at December 31,
      2004
      and 2003 and the related audited stand-alone and consolidated statements of
      income and of cash flows of Acquiror for the years then ended and (b) the
      unaudited consolidated balance sheet of Acquiror as at June 30, 2005 and the
      related unaudited consolidated statements of income and cash flows of Acquiror
      for the six (6) month period then ended (such audited and unaudited statements,
      including the related notes and schedules thereto, are referred to herein as
      the
“Acquiror Financial Statements”). Except as set forth in the notes
      thereto and as disclosed in Section 6.7 of Acquiror Disclosure Letter,
      each of the consolidated Acquiror Financial Statements (a) has been prepared
      based on the books and records of Acquiror and of its consolidated group in
      accordance with Swiss GAAP FER and the Swiss Code of Obligations consistently
      applied throughout the periods involved and (b) in all material respects, gives
      a true and fair view of the financial position, the results of operations and
      the cash flows of Acquiror and of its consolidated group, respectively, in
      accordance with Swiss GAAP FER. The stand-alone Acquiror Financial Statements
      have been prepared in accordance with the accounting principles as consistently
      applied and required by the Swiss Code of Obligations. 

     

    6.8
Share
      Price and Disclosure of
      Price-Sensitive Facts. 

     

    (a)
      Acquiror is in compliance with
      (i) its disclosure duties under the Listing Rules of the SWX Swiss Exchange
      regarding maintenance of listing, including article 72 thereof concerning the
      disclosure of price-sensitive facts (ad hoc publicity) and (ii) the
      disclosure obligations applying to issuers of equity securities that are listed
      on the SWX “EU-Compatible Segment” whose shares are admitted to trading on the
      EU Regulated Market Segment of virt-x and whose EU home member state is the
      United Kingdom, in each case as applicable to Acquiror. 

     

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    (b)
      As of the date hereof, except as
      set forth on Section 6.8(b) of the Acquiror Disclosure Letter, other than
      the transactions contemplated hereby, Acquiror does not have any plans for
      or
      with respect to any material acquisition or disposition (other than insurance
      securitization transactions in the ordinary course of business) the disclosure
      of which would be allowed to be deferred by Acquiror in reliance on the
      exceptions in paragraph 2 or 3 of article 72 SWX LR. 

     

    6.9
No
      Undisclosed
      Liabilities. Other than (a) Liabilities incurred after December 31, 2004 in
      the ordinary course of business consistent with past practice of Acquiror,
      including Liabilities for losses and loss adjustment expenses arising under
      policies or contracts of insurance or reinsurance issued or assumed by an
      insurance Subsidiary of Acquiror, (b) Liabilities accrued or reserved against
      in
      the Acquiror Financial Statements, (c) Liabilities incurred in connection with
      the transactions contemplated hereby or permitted to be incurred by this
      Agreement, (d) Liabilities in respect of claims asserted by or against holders
      of the Acquiror Insurance Contracts or the Acquiror Reinsurance Agreements,
      (e)
      Liabilities set forth in Section 6.9 of Acquiror Disclosure Letter and
      (f) Liabilities that have not had and would not reasonably be expected to have,
      individually or in the aggregate, an Acquiror Material Adverse Effect, Acquiror
      and its Subsidiaries have no Liabilities of any nature, whether or not required
      by Swiss GAAP FER or SAP to be reflected in, reserved against or otherwise
      described in a balance sheet. 

     

    6.10
Absence
      of Certain
      Developments. Except as expressly contemplated by this Agreement and as set
      forth in Section 6.10 of Acquiror Disclosure Letter, since December 31,
      2004 (a) Acquiror and its Subsidiaries have conducted their respective
      businesses only in the ordinary course of business consistent with past practice
      and (b) other than ordinary course benefit claims arising under policies or
      contracts of insurance or reinsurance issued or assumed by an insurance
      Subsidiary of Acquiror, there has not been any event, change, occurrence or
      circumstance that has had or would reasonably be expected to have, individually
      or in the aggregate, an Acquiror Material Adverse Effect. 

     

    6.11
Litigation.
      Except as
      set forth in Section 6.11 of Acquiror Disclosure Letter or for ordinary
      course benefit claims arising under Acquiror Insurance Contracts or Acquiror
      Reinsurance Agreements, as of the date hereof, there are no Actions pending
      or,
      to the Knowledge of Acquiror, threatened against Acquiror or any of its
      Subsidiaries that would reasonably be expected to have, an Acquiror Material
      Adverse Effect or that would, with respect to Acquiror, reasonably be expected
      to materially impair or delay the ability of Acquiror to consummate the
      transactions contemplated by, or to perform its obligations under, the
      Transaction Agreements. 

     

    6.12
Compliance
      with Laws.


     

    (a)
      Except as set forth on
Section 6.12 of Acquiror Disclosure Letter, Acquiror and its Subsidiaries
      are in compliance in all material respects with all Laws of any Governmental
      Authority applicable to their respective businesses or operations except where
      the failure to be in compliance would not reasonably prevent, materially delay
      or materially impair 

     

    53


    
    

    

    the
      ability of Acquiror to
      consummate the transactions contemplated by the Transaction Agreements, and
      neither Acquiror nor any of its Subsidiaries has received any written notice
      of
      or been charged with the violation in any material respect of any such Laws.
      

     

    (b)
      The documents produced and used
      in the Acquiror Financing, and the offerings contemplated by the Acquiror
      Financing, will be in compliance with the requirements of Swiss Law.


     

    6.13
Investment
      Intention.
      Acquiror and the Equity Buyers are acquiring the Purchased Equity for their
      own
      account, for investment purposes only and not with a view to the distribution
      (as such term is used in Section 2(a)(11) of the Securities Act) thereof.
      Acquiror and the Equity Buyers that are acquiring Purchased Equity understand
      that the Purchased Equity have not been registered under the Securities Act
      and
      cannot be sold unless subsequently registered under the Securities Act or an
      exemption from such registration is available. 

     

    6.14
Financial
      Advisors.
      Except as set forth in Section 6.14 of Acquiror Disclosure Letter, no
      Person has acted, directly or indirectly, as a broker, finder or financial
      advisor for Acquiror in connection with the transactions contemplated by this
      Agreement and no Person is entitled to any fee or commission or like payment
      in
      respect thereof. For the avoidance of doubt, the fees and expenses of each
      Person listed in Section 6.14 of the Acquiror Disclosure Letter will be
      paid by Acquiror or its Affiliates. 

     

    6.15
Financial
      Capability. As
      of the date hereof, Acquiror has no reason to believe that, if the Required
      Acquiror Vote is received, it and its Affiliates will not be able to obtain
      sufficient funds prior to the Initial Closing Date to pay the cash portion
      of
      the Purchase Price. 

     

    6.16
Internal
      Controls.
      Acquiror and its Subsidiaries maintains a system of internal accounting controls
      sufficient to comply in all material respects with all legal and accounting
      requirements applicable to Acquiror and its Subsidiaries. There are no
      significant deficiencies in the internal accounting controls of Acquiror and
      its
      Subsidiaries which would reasonably be expected to adversely effect in any
      material respect the ability of Acquiror and its Subsidiaries to record,
      process, summarize and report financial data. Neither Acquiror nor its
      Subsidiaries has received notice of any material complaint, allegation,
      assertion or claim that Acquiror or its Subsidiaries has engaged in questionable
      accounting or auditing practices. 

     

    6.17
Tax.
      Acquiror and its
      Affiliates have filed all Tax returns that are required to be filed or have
      requested extensions thereof (except in any case in which the failure so to
      file
      would not have, individually or in the aggregate, a material adverse effect
      on
      Acquiror or its business), and has paid all Taxes required to be paid by it
      and
      any other assessment, fine, or penalty levied against it, to the extent that
      any
      of the foregoing is due and payable, except for any such assessment, fine,
      or
      penalty that is currently being contested in good faith or as would not have,
      individually or in the aggregate, a material adverse effect on Acquiror or
      its
      business. 

     

    6.18
Investigation.
      ACQUIROR ACKNOWLEDGES THAT IT (A) HAS MADE ITS OWN INDEPENDENT INQUIRY
      AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT
      CONCERNING, 

     

    54


    
    

    

    THE
      POLARIS COMPANIES, THE
      TRANSFERRED ASSETS AND THE BUSINESS, INCLUDING ITS OPERATIONS, TECHNOLOGY,
      ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITIONS AND PROSPECTS,
      AND (B) HAS BEEN FURNISHED WITH OR GIVEN ACCESS TO INFORMATION ABOUT THE POLARIS
      COMPANIES, THE TRANSFERRED ASSETS AND THE BUSINESS. ACQUIROR ACKNOWLEDGES THE
      TERMS OF SECTION 5.31.

     

    ARTICLE
      VII 

     

    COVENANTS


     

    7.1
Conduct
      of Business Pending
      the Closing. Except as otherwise expressly contemplated by the Transaction
      Agreements, for matters identified in Section 7.1 of the GE Disclosure
      Letter or as required by Law, from the date of this Agreement through the Final
      Closing, unless Acquiror otherwise consents in writing in advance (which consent
      shall not be unreasonably withheld or delayed), GE will, and will cause the
      Polaris Companies to, (a) conduct the Business in the ordinary course consistent
      with past practice, (b) use reasonable best efforts to preserve intact the
      business organizations of the Polaris Companies, to retain the services of
      the
      executive officers and key employees of the Business and to preserve the current
      significant business relationships with its agents, producers, reinsurers,
      retrocessionaires and customers of the Business, (c) except as otherwise
      required by changes in GAAP or SAP, continue to reserve in all material respects
      in accordance with the reserving practices and policies employed in connection
      with the preparation of the Unaudited Business Financial Statements and the
      Business SAP Statements as of, and for the period ended, June 30, 2005, and
      (d)
      not do any of the following: 

     

    (i)
      amend the certificate of
      incorporation or by-laws (or comparable organizational documents) of any of
      the
      Polaris Companies; 

     

    (ii)
      except with respect to the
      Polaris Companies’ investment portfolios, permit a Polaris Company to acquire
      (by merger, consolidation, acquisition of stock or assets or otherwise) any
      Person or assets comprising a business or division or any material amount of
      property or assets, in or of any other Person (other than for individual amounts
      not in excess of $5,000,000 or in the aggregate not in excess of $25,000,000);
      

     

    (iii)
      with respect to the Business
      (1) incur any additional Indebtedness (other than (A) under letters of credit
      entered into or renewed in the ordinary course of business consistent with
      past
      practice or (B) incurred from GE or its Affiliates in the ordinary course
      consistent with past practice) or (2) make loans (other than to employees for
      reimbursement of ordinary course expenses or as permitted by the investment
      policies in effect as of the date hereof) or capital contributions to any other
      Person (other than another Polaris Company); 

     

    (iv)
      transfer the ownership of any
      shares of, or other equity interests in, or issue or sell any additional shares
      of, or other equity interests in, any of the Polaris Companies, or securities
      convertible into or exchangeable for such shares or equity 

     

    55


    
    

    

    interests,
      or issue or grant any
      options, warrants, calls, subscription rights or other rights of any kind to
      acquire such additional shares, such other equity interests or such securities;
      

     

    (v)
      permit a Polaris Company to
      enter into any Contract that would constitute a Material Contract under Sections
      5.13(a)(ii), (iii), (x) or (xi) or to enter into a joint
      venture or partnership agreement; 

     

    (vi)
      permit a Polaris Company to
      modify, amend or terminate any of the Material Contracts; 

     

    (vii)
      except with respect to the
      Polaris Companies’ investment portfolios in the ordinary course of business,
      permit a Polaris Company (or Subsidiary thereof) to sell, transfer, encumber,
      pledge, lease, sublease or otherwise dispose of any assets of the Business
      or
      Transferred Assets (other than for individual transactions not in excess of
      $5,000,000 or in the aggregate not in excess of $25,000,000); 

     

    (viii)
      permit a Polaris Company to
      make any material change in any financial, investment, accounting or
      underwriting methods, principles or practices in connection with the Business,
      including in the preparation of its financial statements and the establishment
      of Reserves, other than changes required by changes in SAP, GAAP or Law or
      changes in accounting principles or practices that affect GE Subsidiaries
      generally; 

     

    (ix)
      permit a Polaris Company to
      settle or compromise any Action or pay, discharge, settle, waive, release or
      assign any of its rights or claims, in each case with respect to the Business,
      except for any settlement, compromise, payment, discharge, waiver, release
      or
      assignment (A) in the ordinary course of business consistent with past practice
      or (B) outside of the ordinary course of business consistent with past practice
      in individual amounts not in excess of $5,000,000 or in the aggregate not in
      excess of $25,000,000; provided that, in no event, will any such
      settlement materially impair or interfere with the ability of any Polaris
      Company to conduct its business as currently conducted in any jurisdiction(s);
      

     

    (x)
      pledge or otherwise encumber the
      Purchased Equity or any other capital stock or equity interests in any of the
      Acquired Subsidiaries; 

     

    (xi)
      except for (A) any dividend
      paid solely to another Polaris Company, (B) dividends on the Class C Stock,
      (C)
      distribution of the Class C Stock or the proceeds from the redemption of the
      Class C Stock, and (D) distribution of assets (or the proceeds thereof), or
      liabilities that are not intended to be transferred to or assumed by Acquiror
      or
      any Affiliate of Acquiror pursuant to the Transaction Agreements, declare or
      pay
      any dividend with respect to the capital stock or other equity interests of
      any
      of the Polaris Companies; provided that no dividend or other distribution
      may be made with the proceeds of the disposition of the equity or assets of
      Core
      Reinsurance Company Limited; 

     

    56


    
    

    

    (xii)
      permit a Polaris Company to
      make or dispose of any investments, other than pursuant to the investment
      guidelines applicable to the Business in effect on the date hereof;


     

    (xiii)
      enter into or adopt a plan or
      agreement of recapitalization, reorganization, merger or consolidation or adopt
      a plan of complete or partial liquidation or dissolution, in each case with
      respect to any Polaris Company or affecting the Business; 

     

    (xiv)
      effectuate a “plant closing”
or “mass layoff” as those terms are defined in the Worker Adjustment and
      Retraining Notification Act or any similar triggering event under applicable
      state or local Law, affecting in whole or in part any site of employment,
      facility, operating unit or employee of any of the Polaris Companies;


     

    (xv)
      permit a Polaris Company to
      enter into any Binding Producer Agreements or renew, modify or amend any
      existing Binding Producer Agreement to extend the term of such agreement except,
      in either case, to the extent such Binding Producer Agreement can be terminated
      upon no more than 180 days notice; 

     

    (xvi)
      permit a Polaris Company to
      enter into any Contract of retrocession with a counterparty that has a financial
      strength rating of less than “A” as rated by AM Best, Moody’s Investor Services
      or Standard & Poor’s, or an equivalent rating by the relevant rating agency
      with respect to such counterparty (in each case, unless such Contract is fully
      collateralized including, for the avoidance of doubt, collateralized by a letter
      of credit issued by an institution with an “A” or better rating); 

     

    (xvii)
      permit a Polaris Company to
      enter into any insurance, reinsurance, risk management or loss control service
      Contracts or arrangements with GE and its Affiliates other than a renewal of
      such Contracts or arrangements on substantially the same terms; 

     

    (xviii)
      permit a Polaris Company, to
      the extent payable by a Polaris Company or affecting a Business Employee, to
      (A)
      enter into or establish any, deferred or incentive compensation, severance,
      retention (other than a retention plan that is to be paid by GE in accordance
      with the Employee Matters Agreement), retirement or similar plan with respect
      to
      any director, officer or employee, (B) enter into, amend or modify any
      employment agreement with any employee, officer or director other than in the
      ordinary course of business consistent with past practice, as required by
      contractual obligations in existence on the date hereof or by Law, (C) grant
      any
      severance or termination pay to any director, officer or employee other than
      in
      the ordinary course of business consistent with past practice or as required
      by
      contractual obligations in existence on the date hereof or by Law or (D) amend
      any Employee Plan or otherwise change the current compensation or other benefits
      payable to any director, officer or employee other than (1) in the ordinary
      course of business consistent with past practice, (2) as required by contractual
      obligations in existence on the date hereof or by Law, or (3) any change in
      any
      Parent Plan applicable to a group of GE employees generally including Business
      Employees; 

     

    57


    
    

    

    (xix)
      enter into any Contract of
      property and casualty insurance or reinsurance that has a term of more than
      two
      years or amend any such existing Contract to extend the term of such a Contract
      for a period of more than two years (except for Contracts relating to any
      product currently being pursued that by its nature has a term of more than
      two
      years (e.g., bank trade finance, wrap-up treaties written in the construction
      industry and surety performance bonds for construction projects)); and


     

    (xx)
      authorize, agree to, or enter
      into any legally binding commitment with respect to any of the foregoing;


     

    7.2
Access
      to Information.
      (a) From the date of this Agreement until the Final Closing Date, subject to
      compliance by Acquiror with the procedures established by the Transition
      Committee, upon reasonable prior notice, and except as determined in good faith
      to be appropriate to ensure compliance with any applicable Laws and subject
      to
      any applicable privileges (including the attorney-client privilege) and
      contractual confidentiality obligations, GE shall, and shall cause each of
      the
      Polaris Companies and each such Persons’ respective Representatives to,
      (i) afford the Representatives of Acquiror reasonable access, during normal
      business hours, to the offices, properties, financial records, personnel and
      books and records of the Business and (ii) furnish to the Representatives
      of Acquiror such additional financial and operating data and other information
      regarding the Business as is prepared or maintained by the Polaris Companies
      in
      the ordinary course of business as Acquiror or its Representatives may from
      time
      to time reasonably request; provided, however, that such
      investigation shall not unreasonably interfere with any of the businesses or
      operations of GE, the Transferors, the Acquired Subsidiaries or any of their
      Affiliates. 

     

    (b)
      From the date of this Agreement
      until the Final Closing Date, in connection with any reasonable business purpose
      related to the transactions contemplated by this Agreement, subject to
      compliance by GE with the procedures established by the Transition Committee,
      upon reasonable prior notice, and except as determined in good faith to be
      appropriate to ensure compliance with any applicable Laws and subject to any
      applicable privileges (including the attorney-client privilege) and contractual
      confidentiality obligations, Acquiror shall, and shall cause its Representatives
      to, (i) afford the Representatives of GE reasonable access, during normal
      business hours, to the offices, properties, financial records, personnel and
      books and records of Acquiror and (ii) furnish to the Representatives of GE
      such additional financial and operating data and other information regarding
      the
      business of Acquiror as GE or its Representatives may from time to time
      reasonably request; provided, however, that such investigation
      shall not unreasonably interfere with the business or operations of Acquiror
      or
      any of its Affiliates. Notwithstanding the foregoing, Acquiror shall afford
      GE
      substantially comparable access as that afforded to underwriters as part of
      their standard due diligence process in connection with securities offerings
      to
      the public; provided that such access shall not unreasonably interfere
      with the Acquiror Financing. From and after the Final Closing Date, in
      connection with the preparation of Tax Returns, financial statements,
      post-closing regulatory filings, a defense relating to a third party claim,,
      and
      the determination of the indemnification rights or obligations of GE under
      this
      Agreement, upon reasonable prior notice, and except as determined in good faith
      to be appropriate to ensure compliance with any applicable Laws and subject
      to
      any applicable privileges (including the attorney-client privilege) and
      contractual confidentiality obligations, in each case, Acquiror shall, and
      shall
      cause the Acquired 

     

    58


    
    

    

    Subsidiaries
      to, (x) afford the
      Representatives of GE reasonable access, during normal business hours, to the
      offices, properties, financial records, personnel and books and records of
      the
      Polaris Companies, in respect of the operation of the Polaris Companies, the
      Transferred Assets and the Business prior to the Final Closing and (y) make
      available to the Representatives of GE the employees of Acquiror and its
      Affiliates in respect of the Business whose assistance, expertise, testimony,
      notes and recollections or presence is necessary to assist GE in connection
      with
      the preparation of Tax Returns, financial statements, post-closing regulatory
      filings and the defense of a third party claim, including the presence of such
      persons as witnesses in hearings or trials for such purposes; provided,
however, that such investigation shall not unreasonably interfere
      with
      the business or operations of Acquiror or any of its Affiliates, including
      the
      Acquired Subsidiaries and the Business. For the avoidance of doubt, nothing
      in
      this Agreement limits the access rights of any party as set forth in any of
      the
      Related Agreements. 

     

    (c)
      Notwithstanding anything in this
      Agreement to the contrary, neither GE nor Acquiror shall be required, prior
      to
      the Final Closing, to disclose, or cause the disclosure of, to the other party
      or its Affiliates or Representatives (or provide access to any of its or its
      Affiliates’ officers, properties, books or records that could result in the
      disclosure to such persons or others of) any competitively sensitive information
      (the “Confidential Data”), nor shall either party hereto be required to
      permit or cause others to permit the other party or its Affiliates or
      Representatives to have access to or to copy or remove from the offices or
      properties of the other party or any of its Affiliates any documents or other
      materials that might reveal any Confidential Data. For greater certainty, until
      the Closing Date, if a party hereto should decide to provide the other party
      with Confidential Data, access to and exchange of Confidential Data as between
      the parties hereto shall be limited to that which is reasonably necessary for
      the purposes of securing all necessary regulatory approvals and the preparation
      and settlement of the Transaction Agreements and shall be further limited such
      that the dissemination of such Confidential Data shall be confined to those
      Representatives of the other party who have a need to know such information
      for
      these purposes and who agree to respect such confidentiality in their dealings
      with such Confidential Data. 

     

    (d)
      Subject to any relevant
      Antitrust Laws and compliance with any regulatory restrictions, GE and Acquiror
      shall establish a joint transition committee (the “Transition Committee”)
      (the members of which shall be (on behalf of GE) Dennis Dammerman, Ronald
      Pressman, Brackett Denniston and Pamela Daley and (on behalf of Acquiror)
      Jacques Aigrain, Andreas Beerli, Markus Diethelm and Weldon Wilson to
      (i) establish procedures with respect to the access provisions of
Sections 7.2(a) and 7.2(b) in respect of the period between the
      date hereof and the Closing Date and (ii) plan the steps necessary to
      efficiently implement the purchase of the Business by Acquiror. The Transition
      Committee shall be co-chaired by a representative of each of Acquiror and GE,
      shall have appropriate representatives of both GE and Acquiror and shall meet
      in
      person or telephonically as frequently as shall be reasonably determined by
      the
      parties hereto (subject to the limitation that such meetings or telephone
      conversations shall not unreasonably interfere with the conduct of the
      Business). All costs associated with the establishment and the operation of
      the
      Transition Committee shall be borne equally by GE and Acquiror. Prior to any
      meetings of the Transition Committee, GE and Acquiror shall implement
      appropriate procedures for the protection of the Confidential Data of both
      GE
      and Acquiror in the event the transaction is not concluded for any reason.
      

     

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    7.3
Preservation
      of Books and
      Records. GE agrees that it shall preserve and keep, or cause to be preserved
      and kept, all original books and records referred to in
Section 2.2(b)(vi) (relating to the period prior to the Initial
      Closing) for the longer of any applicable statute of limitations and a period
      of
      six (6) years from the Closing Date. During such six-year or longer period,
      Representatives of Acquiror shall, upon reasonable notice and for any reasonable
      business purpose, have access during normal business hours to examine, inspect
      and copy such books and records. During such six-year or longer period, GE
      shall
      provide Acquiror with, or cause to be provided to Acquiror, such original books
      and records referred to in Section 2.2(b)(vi) as Acquiror shall
      reasonably request in connection with any Action to which Acquiror or its
      Affiliates are parties or in connection with the requirements of any Law
      applicable to Acquiror or its Affiliates. Acquiror shall return such books
      and
      records to GE or such Affiliate as soon as such books and records are no longer
      needed in connection with the circumstances described in the immediately
      preceding sentence. After such six-year or longer period, before GE or any
      Affiliate shall dispose of any of such books and records, GE shall give at
      least
      ninety (90) days’ prior written notice of its intention to dispose of such
      books and records to Acquiror, and shall be given an opportunity, at its cost
      and expense, to remove and retain all or any part of such books and records
      as
      Acquiror may elect. 

     

    7.4
Confidentiality.
      (a) The
      terms of the letter agreement dated June 15, 2005 (the “Confidentiality
      Agreement”) among GE, GE ISC, Acquiror and Acquiror America Holding
      Corporation are incorporated into this Agreement by reference and shall continue
      in full force and effect until the Closing, at which time the confidentiality
      obligations under the Confidentiality Agreement shall terminate with respect
      to
      information relating exclusively to the Business. For the avoidance of doubt,
      the Confidentiality Agreement shall continue in full force and effect with
      respect to the Excluded Business. If, for any reason, the transactions
      contemplated by the Transaction Agreements are not consummated, the
      Confidentiality Agreement shall nonetheless continue in full force and effect
      in
      accordance with its terms. 

     

    (b)
      GE recognizes that by reason of
      its ownership of the Polaris Companies and its operation of the Business it
      and
      its Affiliates have acquired confidential information and trade secrets
      concerning the operation of the Business, the use or disclosure of which could
      cause Acquiror or its Affiliates substantial loss and damages. Accordingly,
      GE
      covenants to Acquiror that GE and its Affiliates will not for a period of six
      years following the Closing Date, except in performance of its obligations
      to
      Acquiror or with the prior written consent of Acquiror, directly or indirectly,
      disclose confidential information relating to the Business that it may learn
      or
      has learned by reason of its ownership of the Business, unless (i) it is or
      becomes generally available to the public other than as a result of disclosure
      by GE or any of its Affiliates, (ii) it is generally made available to
      third parties without any limitations on its use or disclosure or
      (iii) disclosure is required by applicable Law. 

     

    7.5
Regulatory
      and Other
      Authorizations; Consents. 

     

    (a)
      Subject to the proviso in
Section 7.5(d), each of the parties hereto shall cooperate with the
      other and use its reasonable best efforts to promptly (i) take, or cause to
      be taken, all actions, and do, or cause to be done, all things, necessary,
      proper or advisable to cause the conditions to Closing to be satisfied as
      promptly as practicable and to consummate and make effective the transactions
      contemplated hereby, including preparing and filing promptly and fully


     

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    all
      documentation to effect all
      necessary filings, notices, petitions, statements, registrations, submissions
      of
      information, applications and other documents (including any required or
      recommended filings under applicable Antitrust Laws), and (ii) obtain all
      approvals, consents, registrations, permits, authorizations and other
      confirmations from any Governmental Authority necessary, proper or advisable
      to
      consummate the transactions contemplated hereby. For purposes hereof,
“Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as
      amended, the HSR Act, the Federal Trade Commission Act, as amended, and all
      other applicable Laws issued by a Governmental Authority that are designed
      or
      intended to prohibit, restrict or regulate actions having the purpose or effect
      of monopolization or restraint of trade or lessening of competition through
      merger or acquisition. 

     

    (b)
      GE and Acquiror each agree to
      make an appropriate filing of a notification and report form pursuant to the
      HSR
      Act with respect to the transactions contemplated by this Agreement promptly
      after the date of this Agreement, but in no event later than twenty-one
      (21) days after the date hereof, and to supply promptly any additional
      information and documentary material that may be requested pursuant to the
      HSR
      Act. In addition, each party agrees to make promptly any filing that may be
      required under any other Antitrust Law. Each party shall have responsibility
      for
      its respective filing fees associated with the HSR filings and any other similar
      filings required in any other jurisdictions. 

     

    (c)
      Each of GE and Acquiror shall
      promptly notify one another of any material communication it receives from
      any
      Governmental Authority relating to the matters that are the subject of this
      Agreement and permit the other party to review in advance any proposed
      communication by such party to any Governmental Authority and shall 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 or members of its staff, on the other hand, subject to
Section 7.2(c). Neither GE nor Acquiror shall agree to participate
      in any meeting with any Governmental Authority in respect of any such filings,
      investigation or other inquiry unless it consults with the other party in
      advance and, to the extent permitted by such Governmental Authority, gives
      the
      other party the opportunity to attend and participate at such meeting. Subject
      to the Confidentiality Agreement and to Section 7.2(c), GE and
      Acquiror will coordinate and cooperate fully with each other in exchanging
      such
      information and providing such assistance as the other party may reasonably
      request in connection with the foregoing and in seeking early termination of
      any
      applicable waiting periods or other approval under the HSR Act and any other
      Antitrust Laws. 

     

    (d)
      In furtherance and not in
      limitation of the covenants of the parties contained in this
Section 7.5, each of the parties hereto shall use its reasonable
      best efforts to resolve such objections, if any, as may be asserted by a
      Governmental Authority with respect to the transactions contemplated hereby.
      Notwithstanding the foregoing or any other provision of this Agreement, GE
      shall
      not, without Acquiror’s prior written consent, commit to any divestiture
      transaction or agree to any restriction on the Business, and nothing in this
      Section 7.5 shall (i) limit any applicable rights a party may
      have to terminate this Agreement pursuant to Section 9.1 so long as
      such party has up to then complied in all material respects with its obligations
      under this Section 7.5, (ii) require either party hereto to
      offer, accept or agree to (A) dispose or hold separate any part of its or
      the Polaris Companies’ businesses, operations, assets or product lines (or a
      combination of Acquiror’s and the Polaris Companies’ respective 

     

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    businesses,
      operations, assets or
      product lines), (B) not compete in any geographic area or line of business,
      and/or (C) restrict the manner in which, or whether, Acquiror, the Polaris
      Companies or any of their Affiliates may carry on business in any part of the
      world, (iii) require any party to this Agreement to contest or otherwise
      resist any administrative or judicial action or proceeding, including any
      proceeding by a private party, challenging any of the transactions contemplated
      hereby as violative of any Antitrust Law or (iv) require Acquiror to enter
      into a capital maintenance agreement, keepwell or similar agreement with respect
      to a Polaris Company; provided, however, that Acquiror shall be
      required to offer, accept, agree to, and undertake the actions described in
      clauses (ii), (iii) and (iv) above unless such actions would
      reasonably be expected to (x) materially impair or interfere with the
      ability of the Polaris Companies taken as a whole or Acquiror and its
      Subsidiaries taken as a whole to conduct their respective businesses
      substantially in the manner as such businesses are now being conducted,
      (y) have a Business Material Adverse Effect or (z) have a material
      adverse effect on Acquiror and its Subsidiaries, taken as a whole. 

     

    (e)
      GE and Acquiror agree to
      cooperate in obtaining any other consents and approvals that may be required
      in
      connection with the transactions contemplated by the Transaction Agreements.
      Notwithstanding anything to the contrary contained in this Agreement, but
      subject to Sections 7.5(d) and 7.11(b), neither GE nor Acquiror
      shall be required to compensate any third party (including any Governmental
      Authority), commence or participate in litigation or offer or grant any
      financial accommodation or any material non-financial accommodation to any
      third
      party (including any Governmental Authority) to obtain any such consent or
      approval; provided, however, each party hereto will take all other
      reasonable actions in order to obtain any consent or approval necessary to
      effect the transfer to Acquiror of the Transferred Assets effective as of the
      Initial Closing Date. 

     

    7.6
Insurance.
      (a) From
      and after the Initial Closing Date or the Final Closing Date, as applicable,
      the
      Acquired Subsidiaries shall cease to be insured by GE’s or its Affiliates’
(other than the Acquired Subsidiaries’) insurance policies (other than pursuant
      to Polaris Companies’ Retrocession Agreements) or by any of their self-insured
      programs to the extent such insurance policies or programs cover the Acquired
      Subsidiaries. With respect to events or circumstances relating to the
      Transferred Assets, the Assumed Liabilities, the Transferred Employees, the
      Polaris Companies or the assets of the Business that occurred or existed prior
      to the Initial Closing Date or the Final Closing Date, as applicable, that
      are
      covered by occurrence-based third party liability insurance policies and any
      workers’ compensation insurance policies and/or comparable workers’ compensation
      self-insurance programs sponsored by GE and/or its Affiliates and that apply
      to
      the locations at which the Business operates, Acquiror may make claims under
      such policies and programs; provided, however, that by making any
      such claims, Acquiror agrees to reimburse GE for any increased costs incurred
      by
      GE as a result of such claims, including any retroactive or prospective premium
      adjustments associated with such coverage, as such amounts are determined in
      accordance with those policies and programs generally applicable from time
      to
      time to GE and its Affiliates; and provided, further that neither
      Acquiror nor any of its Affiliates shall make any such claims if, and to the
      extent that, such claims are covered by insurance policies sponsored by Acquiror
      and/or its Affiliates (including, after the applicable Closing, the Acquired
      Subsidiaries). 

     

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    (b)
      With respect to any open claims
      against GE’s insurance policies relating to the Transferred Assets, the Assumed
      Liabilities, the Transferred Employees, the Polaris Companies or the assets
      of
      the Business prior to the Initial Closing Date or the Final Closing Date, as
      applicable, GE agrees to remit to Acquiror any net proceeds realized from such
      claims, but only upon full and final settlement of such claims. 

     

    7.7
Reserves.


     

    (a)
      Not later than the Initial
      Closing Date, the GE Insurance Subsidiaries shall cause Net Reserves to be
      increased (including all such increases since June 30, 2005 other than
      adjustments as a result of premiums received for prior periods and accretion
      of
      any discount) from the aggregate Net Reserves reflected on the Balance Sheet
      by
      a net amount equal to approximately $3.4 billion or such different amount that,
      in the good faith judgment of the GE Insurance Subsidiaries, is supported by
      appropriate actuarial analysis. Notwithstanding the foregoing, and for the
      avoidance of doubt, no GE Insurance Subsidiary shall be required to cause such
      Net Reserves to be increased unless, in its good faith judgment, any such
      increase is in accordance with the applicable requirements of Law, GAAP and
      SAP
      and is supported by appropriate actuarial analysis. The GE Insurance
      Subsidiaries shall, from time to time as Acquiror shall reasonably request,
      review with Acquiror the allocation of the amount of such increase among the
      GE
      Insurance Subsidiaries by legal entity and line of business. 

     

    (b)
      Between the Initial Closing and
      the Final Closing, no GE Insurance Subsidiary that remains within GE’s control
      shall reevaluate any of such GE Insurance Subsidiary’s Reserves. 

     

    7.8
Intercompany
      Arrangements. 

     

    (a)
      Except for the intercompany
      arrangements set forth in Sections 7.8 and 7.11(b) of the GE
      Disclosure Letter and the Retrocession Agreement, GE shall, and shall cause
      its
      Affiliates to, take such action and make such payments as may be necessary
      so
      that, as of the applicable Closing Date, there shall be no intercompany
      arrangements, and no obligations thereunder (other than payables, receivables
      and accrued expenses arising in the ordinary course of business consistent
      with
      past practice), between the Acquired Subsidiaries or the Asset Sellers, on
      the
      one hand, and GE and its Affiliates (other than the Acquired Subsidiaries and
      the Asset Sellers), on the other hand, and all such intercompany arrangements
      shall be terminated on or prior to the applicable Closing Date, including the
      Capital Maintenance Agreements; provided that the foregoing shall not
      apply to the Asset Sellers to the extent that any such rights, Liabilities
      or
      obligations are not included in either the Transferred Assets or Assumed
      Liabilities. 

     

    (b)
      Notwithstanding anything to the
      contrary in Section 7.8(a), as of the Initial Closing and the Final
      Closing, as the case may be, all officers of any of the Polaris Companies who
      are not Transferred Employees shall relinquish any rights to bank accounts
      of
      the Polaris Companies and any cash of the Polaris Companies held by GE or its
      Affiliates (other than the Polaris Companies) shall be transferred to the
      relevant Polaris Companies or as Acquiror directs. 

     

    7.9
Non-Competition.
      (a) For a period of three (3) years from the Initial Closing Date,
      except as permitted by this Section 7.9 and subject to applicable
      Law, none of GE, 

     

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    Transferors
      or any of their
      Subsidiaries shall engage in the Business in a manner that competes with the
      Business as conducted by the Polaris Companies on the Final Closing Date in
      the
      United States and such other locations in which the Polaris Companies conducted
      such business on the Initial Closing Date (the “Covered Business”). This
Section 7.9 shall cease to be applicable to any Person at such time
      as it is no longer a Subsidiary of GE or Transferors. 

     

    (b)
      Notwithstanding the provisions
      of Section 7.9(a) and without agreeing or acknowledging (implicitly
      or otherwise) that the following activities would be subject to the provisions
      of Section 7.9(a), nothing in this Agreement shall preclude,
      prohibit or restrict GE, any Transferor or any of their respective Subsidiaries
      from engaging in any manner in any (i) Financial Services Business,
      (ii) Existing Business Activities, (iii) Fleet Management Business,
      (iv) De Minimis Business or (v) business activity that would otherwise
      violate this Section 7.9 if such business is acquired from any
      Person (an “After-Acquired Business”) or is carried on by any Person that
      is acquired by or combined with GE, any Transferor or any of their respective
      Affiliates, or otherwise becomes a Subsidiary of GE after the date of this
      Agreement (an “After-Acquired Company”); provided that, with
      respect to clause (iv) above, as soon as reasonably practicable after the
      purchase or other acquisition of the After-Acquired Business or the
      After-Acquired Company, but in no event after the expiration of this
Section 7.9, GE, the applicable Transferor or such Subsidiary shall
      (A) use commercially reasonable efforts to dispose of (or enter into a
      binding agreement to dispose of) the After-Acquired Business or the relevant
      portion of the After-Acquired Company’s business or capital stock or
      (B) cause the business of the After-Acquired Company to comply with this
Section 7.9. 

     

    (c)
      The parties hereto agree that,
      if any court of competent jurisdiction determines that a specified time period,
      a specified geographical area, a specified business limitation or any other
      relevant feature of this Section 7.9 is unreasonable, arbitrary or
      against public policy, then a lesser period of time, geographical area, business
      limitation or other relevant feature which is determined by such court to be
      reasonable, not arbitrary and not against public policy may be enforced against
      the applicable party. 

     

    (d)
      Terms capitalized in this
Section 7.9, but not defined elsewhere, shall have the following
      meanings: 

     

    “Capital
      Markets Activity”
means any activity undertaken in connection with efforts by any Person
      to raise
      for or on behalf of any Person capital from any public or private source.


     

    “Default
      Recovery Activities”
means the exercise of any rights or remedies in connection with any Financing,
      Other Insurance, Leasing or Other Financial Services Activity (whether such
      rights or remedies arise under any agreement relating to such Financing,
      Insurance, Leasing or Other Financial Services Activity, under applicable Law
      or
      otherwise), including any foreclosure, realization or repossession of any
      collateral or other security for any Financing (including the equity in any
      entity or business), Insurance or Other Financial Services Activity or any
      property subject to Leasing. 

     

    “De
      Minimis Business” means
      (a) any minority equity investment by GE or any of its Subsidiaries in any
      Person (i) where the amount invested by GE and its Affiliates was less


     

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    than
      $50 million or (ii) in
      which GE or such Subsidiary does not have the right to designate a majority,
      or
      such higher amount constituting a controlling number, of the members of the
      board of directors (or similar governing body) of such entity, or in which
      GE
      and its Subsidiaries collectively hold not more than 25% of the outstanding
      voting securities or similar equity interests, (b) any Subsidiary of GE in
      which a Person who is not a controlled Affiliate of GE holds over 25% of the
      outstanding voting securities or similar equity interests and with respect
      to
      whom GE or another Subsidiary, as applicable, has existing contractual or legal
      obligations limiting GE’s discretion to impose on the subject Subsidiary a
      non-competition obligation such as that in this Section 7.9 and
      (c) any business activity that would otherwise violate this
Section 7.9 that is carried on by an After-Acquired Company, but
      only if, at the time of such acquisition, the revenues derived from the
      Covered Business by the After-Acquired Company constitute less than 25% of
      the
      gross revenues of the After-Acquired Company in the most recently completed
      fiscal year. 

     

    “Existing
      Business
      Activities” means any business conducted by GE, Equity Sellers or their
      respective Subsidiaries (other than the Business), including the Excluded
      Business, as of the date hereof or contemplated by any existing contractual
      arrangements existing as of the date hereof applicable to GE, Equity Sellers
      or
      any of their respective Subsidiaries (other than the Business). 

     

    “Financial
      Services Business”
means any activities undertaken in connection with or in furtherance of
      any
      (a) Capital Markets Activity, (b) Financing, (c) Leasing,
      (d) Default Recovery Activities, (e) Other Financial Services
      Activities, (f) Securities Activity or (g) marketing, issuing,
      underwriting, selling and administering of Other Insurance products and services
      or the provision of Other Insurance advisory services, business processes or
      software. 

     

    “Financing”
means
      the making,
      entering into, purchase of, or participation in (including syndication or
      servicing activities) (a) secured or unsecured loans, conditional sales
      agreements, debt instruments or transactions of a similar nature,
      (b) non-voting preferred equity investments and (c) investments as a
      limited partner in a partnership or as a member of a limited liability company
      in which another person who is not an Affiliate is a management member.


     

    “Fleet
      Management Business”
the development and marketing of risk management and loss control services
      offered with respect to the management of trailer, container, truck, rail,
      and
      other like transportation fleets and the contents carried by those fleets,
      construction, power generation, water purification and similar equipment fleets
      and with respect to remote monitoring and management of static equipment arrays
      in factories, refineries, oil fields, and similar applications. 

     

    “Leasing”
means
      the rental
      leasing, or financing under operating leases, finance leases or hire purchase
      or
      rental agreements, of property, whether real, personal, tangible or intangible.
      

     

    “Other
      Financial Services
      Activities” means the offering, sale, distribution or provision, directly or
      through any distribution system or channel, of any financial products, financial
      services, asset management services, including investments on behalf of or
      for
      the benefit of third party and client accounts, credit card products or
      services, vendor financing, factoring, trade finance and trade payables
      services, back-office billing, processing, collection and administrative
      services or products or services related or ancillary to any of the foregoing.
      

     

    65


    
    

    

    “Other
      Insurance” means any
      product or service determined to constitute insurance, assurance or reinsurance
      (in each case, other than insurance or reinsurance of the type provided by
      the
      Business) by the Laws or regulations in effect in any jurisdiction in which
      the
      restriction set forth in this Section 7.9 applies, including the
      offering of damage waiver options and warranty products. 

     

    “Securities
      Activity” means
      any activity, function or service (without regard to where such activity
      function or service actually occurs) which, if undertaken or performed
      (a) in the United States would be subject to the United States federal
      securities laws or the securities laws of any state of the United States or
      (b) outside of the United States within any other jurisdiction in which the
      restrictions set forth in Section 7.9 apply, would be subject to any
      law or regulation in any such jurisdiction governing, regulating or pertaining
      to the sale, distribution or underwriting of securities or the provision of
      investment management, financial advisory or similar services. 

     

    7.10
Termination
      of Rights to the
      GE Name and GE Marks.

     

    (a)
      Except as otherwise provided in
      the Transition Trademark License Agreement, as of the Initial Closing, Acquiror
      and its Affiliates (which, for the purposes of this Section 7.10(a),
      shall include the Acquired Subsidiaries and the Asset Buyers) shall not use
      in any manner any Trademarks of GE or any of its Affiliates, including
“GE” (in block letters or otherwise), the GE monogram, “GE
      Company” and “GE”, either alone or in combination with other words,
      phrases, symbols, or devices, or any other Trademarks confusingly similar to
      or
      embodying any of the foregoing (all of the foregoing collectively, the “GE
      Name and GE Marks”). The Acquiror acknowledges and agrees that Acquiror and
      its Affiliates are not acquiring any (i) ownership of the GE Name and GE
      Marks and (ii) except as expressly provided in the Transition Trademark
      License Agreement, any other rights to the GE Name and GE Marks. Notwithstanding
      the foregoing, Acquiror and its Affiliates may use the GE Name and GE Marks
      after the Initial Closing to accurately and in good faith describe the former
      ownership of the Acquired Subsidiaries by GE and the former conduct of the
      Business by the Asset Sellers, in each case in the manner and form agreed upon
      in writing by GE and Acquiror. 

     

    (b)
      Except as expressly set forth in
      the Transition Trademark License Agreement, as promptly as practicable after
      the
      Final Closing Date, and in no event later than six (6) months after the
      Final Closing Date, the Acquired Subsidiaries and the Asset Buyers shall
      relabel, destroy or exhaust all materials bearing the GE Name and GE Marks,
      including signage, advertising, promotional materials, electronic materials,
      collateral goods, stationery, business cards, Web sites, and other materials,
      and make all reasonably necessary filings with any office, agency or body to
      effect the elimination of any use of the GE Name and GE Marks from the
      businesses of the Acquired Subsidiaries and the Asset Buyers; provided,
however, that the Acquired Subsidiaries and the Asset Buyers shall
      commence the removal of the GE Name and GE Marks from all such materials
      promptly following the Final Closing Date. Acquiror and its Affiliates agree
      not
      to contest the ownership or validity of any rights of GE or any of its
      Affiliates in or to the GE Name and GE Marks. Acquiror and its Affiliates agree
      that use of the 

     

    66


    
    

    

    GE
      Name and GE Marks during the
      period authorized by this Section shall be only with respect to the same goods
      and services and at a level of quality equal to, or greater than, the quality
      of
      goods and services with respect to which the GE Name and GE Marks were used
      by
      the Acquired Subsidiaries and the Asset Buyers prior to the Initial Closing
      or
      the Final Closing, as applicable. Subject to the terms of the Transition
      Trademark License Agreement, GE shall have the right, upon reasonable written
      notice to the Acquired Subsidiaries, to inspect the operations of the Acquired
      Subsidiaries and evaluate their products and services solely to ensure
      compliance with this Section 7.10. Except as expressly set forth in
      the Transition Trademark License Agreement, Acquiror and its Affiliates agree
      that after the Final Closing Date, Acquiror and its Affiliates will not
      expressly, or by implication, do business as, or represent themselves as
      controlled by, GE. 

     

    (c)
      Notwithstanding anything to the
      contrary contained in Section 7.10(a) and
Section 7.10(b), unless required by an applicable Governmental
      Authority or by Law, and subject to the terms of the Transition Trademark
      License Agreement, Acquiror and its Affiliates shall not be required hereunder
      to (i) reissue any Polaris Companies Insurance Contracts, Polaris Companies
      Reinsurance Agreements or Polaris Companies Retrocession Agreements in existence
      prior to the Final Closing or (ii) refile any rate forms or similar
      regulatory filings in relation to the Polaris Companies Insurance Contracts,
      which forms or filings were in place prior to the Final Closing. 

     

    7.11
Letters
      of Credit; Other
      Obligations. (a) At or prior to the applicable Closing, Acquiror shall
      (i) arrange for substitute letters of credit, guarantees and other similar
      obligations to replace (A) the letters of credit, guarantees and other
      contractual obligations entered into by, on behalf of or at the instruction
      of
      GE, the Transferors or any of their respective Affiliates (other than the
      Acquired Subsidiaries) in connection with the Business (together, the
“Transferors’ LCs”) outstanding as of the date of this Agreement (all
      such material letters of credit, guarantees and similar obligations are listed
      in Section 7.11 of the GE Disclosure Letter) and (B) any
      Transferors’ LCs entered into on or after the date of this Agreement and prior
      to the applicable Closing or (ii) assume all obligations under each of the
      Transferors’ LCs, obtaining from the creditor or other counterparty a full
      release of all parties liable, directly or indirectly, for reimbursement to
      the
      creditor or fulfillment of other obligations to a counterparty in connection
      with amounts drawn under the Transferors’ LCs. Acquiror further agrees that to
      the extent the beneficiary or counterparty under any Transferors’ LC refuses to
      accept any such substitute letter of credit, Acquiror guarantee or other
      obligation proffered by Acquiror, Acquiror shall indemnify, defend and hold
      harmless the Transferors against, and reimburse the Transferors for, any and
      all
      amounts paid, including costs or expenses in connection with such Transferors’
LCs, including the Transferors’ expenses in maintaining such Transferors’ LCs,
      whether or not any such Transferors’ LC is drawn upon or required to be
      performed, and shall in any event promptly reimburse the Transferors to the
      extent any Transferors’ LC is called upon and the Transferors or their
      Affiliates make any payment or are obligated to reimburse the party issuing
      the
      Transferors’ LC (provided that Acquiror shall have no obligation to
      indemnify or reimburse the Transferors for any material letters of credit,
      guarantees or other similar obligations that are not included in
Section 7.11 of the GE Disclosure Letter). GE shall use its
      reasonable best efforts to assist and cooperate with Acquiror in its efforts
      to
      arrange for substitute letters of credit, guarantees and other similar
      obligations, including recalling any outstanding letters of credit, guarantees
      and other similar obligations to the extent required to effect the foregoing
      substitution. At the request 

     

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    of
      GE, Acquiror shall provide the
      Transferors with letters of credit in an amount equal to the Transferors’ and
      their Affiliates’ entire potential liability pursuant to the immediately
      preceding sentence; provided that if GE delivers such Letter of Credit,
      such Letter of Credit shall be in lieu of Acquiror’s obligation to indemnify GE
      as set forth in the immediately preceding sentence. 

     

    (b)
      GE shall use its reasonable best
      efforts to terminate the Capital Maintenance Agreements set forth in
Section 7.11(b) of the GE Disclosure Letter effective no earlier
      than the Final Closing, and Acquiror shall cooperate with GE to terminate such
      Capital Maintenance Agreements effective as of the Final Closing Date. If
      necessary to maintain any Polaris Company’s rating at the time of the Initial
      Closing or the Final Closing, as applicable, or as a condition to the
      termination of any Capital Maintenance Agreement, Acquiror will enter into
      any
      capital maintenance, keepwell or guarantee agreement required by a rating agency
      unless entering into such capital maintenance, keepwell or guarantee agreement
      would reasonably be expected to (x) materially impair or interfere with the
      ability of the Polaris Companies taken as a whole or Acquiror and its
      Subsidiaries taken as a whole to conduct their respective businesses
      substantially in the manner as such businesses are now being conducted,
      (y) have a Business Material Adverse Effect or (z) have a material
      adverse effect on Acquiror and its Subsidiaries, taken as a whole. In the event
      that any Capital Maintenance Agreement is not terminated by the Final Closing,
      Acquiror shall cooperate with GE to terminate such Capital Maintenance Agreement
      as promptly as practicable thereafter. Acquiror further agrees to indemnify,
      defend and hold harmless GE and its Affiliates against, and reimburse GE and
      its
      Affiliates for, any and all Liabilities incurred by GE or any of its Affiliates
      under any of the Capital Maintenance Agreements that relate to capital
      contributions required in respect of periods after the Final Closing.


     

    (c)
      GE further agrees (i) not
      to amend or terminate the Capital Maintenance Agreements other than pursuant
      to
      Section 7.11(b) and (ii) to cause capital to be contributed in respect
      of periods prior to the Final Closing, to the extent required by the terms
      of
      the Capital Maintenance Agreements. 

     

    (d)
      Notwithstanding anything in this
      Agreement to the contrary, Acquiror shall not be required to assume the Capital
      Maintenance Agreement between General Electric Capital Corporation and
      Standard & Poor’s. 

     

    7.12
Acquiror
      Shareholder
      Meeting. (a) Acquiror shall, through its board of directors, call an
      extraordinary general meeting of Acquiror in accordance with article 699 et
      seq.
      of the Swiss Code of Obligations (the “Acquiror Shareholder Meeting”) to
      be held prior to January 31, 2006, and propose, for the purpose of the
      Acquiror Shareholder Meeting, that the shareholders of Acquiror resolve,
inter alia, 

     

    (i)
      to create authorized share
      capital, authorizing the board of directors within a period of two
      (2) years to issue the New Acquiror Shares to the Equity Sellers in
      connection with the transactions contemplated under this Agreement; the
      subscription rights of the existing shareholders of Acquiror shall be excluded;
      

     

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    (ii)
      to create authorized share
      capital, authorizing the board of directors to issue the Shareholder New
      Acquiror Shares; the subscription rights of the existing shareholders of
      Acquiror shall be maintained; 

     

    (iii)
      to increase the Acquiror’s
      current conditional capital reserved for convertible bonds or similar
      instruments. The preemptive rights of the existing shareholders can be excluded
      by the board of directors subject to the conditions set out in the last sentence
      of Art. 3a of the Articles of Association; and 

     

    (iv)
      the election of a designee of
      GE to the board of directors of Acquiror, subject to the closing of the
      transactions contemplated by the Agreement. 

     

    Based
      on the resolutions of the
      Acquiror Shareholder Meeting, Acquiror shall as promptly as practicable register
      the amendments to Acquiror’s Articles of Association with the competent
      commercial register. In no event shall Acquiror or its Board of Directors
      (i) withdraw (or propose to withdraw) the Acquiror Board Recommendation or
      (ii) take any action to rescind the resolutions described in this
Section 7.12 after they have been adopted at the Acquiror
      Shareholder Meeting unless the shareholders have resolved to cancel such
      resolutions. 

     

    (b)
      Prior to mailing any document to
      its stockholders in connection with the Acquiror Shareholder Meeting, Acquiror
      (i) shall provide GE an opportunity to review and comment on such documents
      and (ii) shall include in such documents all comments reasonably proposed
      by GE that relate to GE, the Polaris Companies or the transactions contemplated
      by this Agreement. In connection with the calling of the Acquiror Shareholder
      Meeting, Acquiror will publish an invitation to such meeting which is in
      compliance with Swiss Law. 

     

    (c)
      Prior to the Initial Closing
      Date, Acquiror shall (i) apply for the listing of the New Acquiror Shares
      on the SWX Swiss Exchange and admission to trading on virt-x on the Business
      Day
      following the Final Closing Date, (ii) prepare and deliver copies of the
      listing prospectus and all other annexes to the application to the SWX Swiss
      Exchange as required by the applicable listing rules of the SWX Swiss Exchanges
      and (iii) take the necessary steps to record the New Acquiror Shares with
      SIS if possible on the Final Closing Date or as soon as reasonably possible
      thereafter. 

     

    7.13
Acquiror
      Financing.
      Acquiror shall use its reasonable best efforts to, prior to the Initial Closing,
      consummate the Acquiror Financing. Acquiror shall (a) keep GE apprised of
      all material developments in respect of the Acquiror Financing, and
      (b) promptly provide GE with copies of all drafts of documents or other
      material correspondence with third parties (including Governmental Authorities)
      related to the Acquiror Financing. GE shall, and shall cause its Subsidiaries
      and its and their respective Representatives to, assist Acquiror in connection
      with the Acquiror Financing. Such assistance shall include the preparation
      of
      such audited and unaudited historical financial statements for the Business
      and
      such other financial information for the Business to enable Acquiror to prepare
      pro forma financial statements, in each case as would be required under
      Regulation S-X (including Item 3-05 and Article 11 thereof) if the Acquiror
      Financing were registered under the Securities Act or as otherwise required
      by
      applicable stock exchange rules or applicable law (including, without
      limitation, the 

     

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    EU
      Prospectus Directive and
      Prospectus Regulation) and a reverse reconciliation of financial information
      for
      the Business to Swiss GAAP FER to enable the Acquiror to prepare pro forma
      financial statements (collectively, the “Business Financial Information”)
      and making available documents and information of the Polaris Companies and
      the
      Transferred Assets for use in offering memoranda, private placement memoranda,
      prospectuses and similar offering documents (such documents and information,
      the
“Other Business Information”), all at the expense of Acquiror, and participation
      in meetings, due diligence sessions, road shows and rating agency presentations,
      and requesting comfort letters of accountants and opinions of counsel, in each
      case as may be reasonably requested by Acquiror. GE also shall, and shall cause
      its Subsidiaries and its and their respective Representatives to, provide
      Acquiror with such Business Financial Information and Other Business Information
      as may be reasonably requested by Acquiror and shall request an accountants’
comfort letter in connection with the arrangement by Acquiror of any other
      financing to be consummated prior to or contemporaneously with the Initial
      Closing, any refinancing or replacement of any existing, or the arrangement
      of
      any new, facility for Indebtedness of the Polaris Companies, or the commencement
      of any tender offer and/or consent solicitation (subject to consummation of
      the
      transactions contemplated hereby) with respect to any outstanding notes or
      bonds
      related to the Business. Notwithstanding the foregoing, nothing in this
Section 7.13 shall require GE or any of its Affiliates, including
      the Acquired Subsidiaries and the Transferors, to modify its business plans
      or
      otherwise alter in any material respect the manner in which it conducts its
      business. In the event that any document prepared by Acquiror or its
      Representatives in connection with any such financing contains a description
      of
      GE or its business (other than the Business) or the transactions contemplated
      by
      this Agreement, Acquiror shall (i) give GE a reasonable opportunity to
      review and comment on such description and (ii) reflect in such documents
      all comments reasonably proposed by GE that relate to GE, the Polaris Companies
      or the transactions contemplated by this Agreement. Acquiror shall reimburse
      GE
      and its Subsidiaries for their reasonable documented out-of-pocket costs and
      expenses incurred in connection with providing any assistance with financing
      matters as contemplated by this Section 7.13. GE shall, and shall
      cause its Subsidiaries and its and their respective Representatives to, prepare
      the Business Financial Information and the Other Business Information in good
      faith and with the same degree of care that GE would use in a financing for
      its
      own account. Acquiror hereby agrees to indemnify and hold harmless GE and its
      Affiliates from any third party claims arising from any misstatement or omission
      or alleged misstatement or omission in any offering document in respect of
      any
      of such financing; provided that GE hereby agrees to indemnify and hold
      harmless Acquiror and its affiliates from any third party claims arising from
      any misstatement or omission or alleged misstatement or omission made in
      reliance upon and in conformity with written information furnished to Acquiror
      by GE expressly for use in any offering document in respect of the Acquiror
      Financing. 

     

    7.14
Additional
      Financial
      Statements. As soon as practicable following December 31, 2005, GE
      shall cause to be prepared and delivered to Acquiror an audited consolidated
      balance sheet of “GE ISC and Consolidated Subsidiaries” as at December 31,
      2005 and the related audited consolidated statement of income for the year
      then
      ended (the “2005 Financial Statements”). In addition, between the date of
      this Agreement and the Initial Closing Date, as soon as practicable following
      each fiscal quarter of GE during 2006 (other than the fiscal quarter during
      which the Closing Date occurs), and in any event within 45 days following the
      end of each such fiscal quarter, GE shall cause to be prepared and delivered
      to
      Acquiror an unaudited consolidated balance sheet of “GE ISC and Consolidated
      Subsidiaries” as at the end of 

     

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    each
      fiscal quarter and the related
      unaudited consolidated statement of income for the fiscal quarter then ended.
      The 2005 Financial Statements and the unaudited financial statements delivered
      pursuant to this Section 7.14, including related notes and schedules
      thereto, are referred to as the “Additional Financial Statements.”


     

    7.15
Further
      Action. Subject
      to Section 7.5, GE and Acquiror (a) shall, at the earliest
      practicable date, execute and deliver, or shall cause to be executed and
      delivered, such documents and other papers and shall take, or shall cause to
      be
      taken, such further actions as may be reasonably required to carry out the
      provisions of the Transaction Agreements and give effect to the transactions
      contemplated by the Transaction Agreements, (b) shall refrain from taking
      any actions that would reasonably be expected to prevent, materially delay
      or
      materially impair the Initial Closing or the Final Closing and (c) without
      limiting the foregoing, shall use their respective reasonable best efforts
      to
      cause all of the conditions to the obligations of the other party to consummate
      the transactions contemplated by this Agreement to be met as promptly as
      practicable after the date hereof. 

     

    7.16
Tax
      Matters. All
      representations, warranties, covenants and agreements among the parties with
      respect to Tax matters are set forth in the Tax Matters Agreement, the UK Tax
      Matters Agreement and the International Tax Matters Agreement except for
Sections 5.8, 5.9, 5.30, 6.17 and 11.1
      (solely to the extent related to Tax matters). 

     

    7.17
Notice
      of Developments.
      Prior to the Initial Closing, each party shall, promptly after the occurrence
      (or non-occurrence) of any event, circumstance or fact arising subsequent to
      the
      date of this Agreement which would reasonably be expected to result in the
      breach of any representation, warranty or covenant of such party in this
      Agreement comes to the attention of a person on the respective knowledge list,
      give notice thereof to the other party and shall use its reasonable best efforts
      to prevent or to remedy promptly such breach; provided that the delivery
      of, or failure to deliver, any notice pursuant to this Section 7.17
      shall not limit or otherwise affect the remedies available hereunder and shall
      not be or be deemed to be a cure for any such breach. In addition, prior to
      the
      Initial Closing, GE agrees to promptly give Acquiror (i) notice of the
      receipt of any subpoena or other written request for information and
      (ii) once available, a description of the scope of the response to such
      subpoena or other written request for information, to the extent that such
      subpoena, written request or description would have been included in Sections
      5.16(b) or 5.28 of the GE Disclosure Letter if such subpoena or
      written request had been received prior to the date hereof. 

     

    7.18
Closing
      Payments.


     

    (a)
      In the event that GE or any of
      its Affiliates (i) provides capital to any of the Polaris Companies in
      response to (A) a general increase in any rating agency’s capital
      requirements for the insurance or reinsurance industry or (B) a rating
      agency or Governmental Authority as a result of any reserve increase that may
      occur as described in Section 7.7, or (ii) otherwise provides
      capital to the Business after the date hereof, Acquiror or the applicable Equity
      Buyer or Asset Buyer, on the Initial Closing or Final Closing, shall pay to
      the
      applicable Equity Seller or Asset Seller by wire transfer to an account
      designated in writing by GE pursuant to Section 4.4, an amount equal
      to the amount of the capital increase attributable to the Purchased Equity
      or
      Transferred Assets sold by such Equity Seller or Asset Seller, as certified
      by


     

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    GE
      (it being understood that the
      aggregate payment shall equal the sum of the amounts set forth in clauses
      (i) and (ii) above). GE shall, from time to time as Acquiror shall
      reasonably request, review with Acquiror the capital contributions made or
      proposed to be made to the Business by legal entity and line of business.


     

    (b)
      In the event that any of the
      proceeds of the redemption of the Class C Stock are not distributed to the
      Equity Sellers of GE ISC on a date prior to the Final Closing, Acquiror shall
      deliver notes, having the terms set forth on Exhibit M (the
“Notes”), in a principal aggregate amount equal to such undistributed
      proceeds or, alternatively, Acquiror shall pay cash to GE in an amount equal
      to
      the undistributed proceeds, or a combination thereof. 

     

    (c)
      Any amounts dividended from ERC
      simultaneously with the Final Closing shall be deemed to apply first to the
      repayment of capital contribution and then to the disbursement of the proceeds
      of the redemption of the Class C Stock. 

     

    (d)
      In the event that GE breaches
      the covenant contained in Section 7.1(d)(xi), GE shall pay to
      Acquiror on the Initial Closing an amount equal to the amount of all dividends
      paid in violation thereof. 

     

    7.19
ERC
      Retrocession
      Agreement. Prior to the Initial Closing, and subject to obtaining all
      required regulatory approvals from any Governmental Authority, GE shall cause
      ERC and ERAC (or another Subsidiary of GE designated by GE that is not an
      Acquired Subsidiary that is rated “A” (or the equivalent rating) or better by
      A.M. Best Company, Standard & Poor’s or Moody’s Investor Service, Inc.
      and is otherwise reasonably satisfactory to Acquiror) (the “Reinsurer”)
      to enter into a retrocession agreement (the “Retrocession Agreement”)
      substantially in the form attached as Exhibit I hereto. During the term
      of the Retrocession Agreement, without the prior consent of Acquiror, GE shall
      not, and shall cause its Affiliates not to, transfer Control of the Reinsurer
      to
      any Person unless (i) the acquiror of such Control is rated “A+” or better
      by A.M. Best Company, “AA+” or better by Standard & Poor’s Corporation
      or “Aa1” or better by Moody’s Investors Services, Inc. (or the equivalent rating
      in the event any such rating agency changes its rating designations) and
      (ii) GE obtains an undertaking from such transferee that a condition of any
      subsequent transfer shall be compliance with clause (i) in the event it (or
      any subsequent transferee) proposes to transfer Control of the Reinsurer to
      any
      Person during the term of the Retrocession Agreement without the prior written
      consent of Acquiror. 

     

    7.20
Guarantees.
      

     

    (a)
      To the extent this Agreement
      requires actions to be taken by any Asset Seller or Equity Seller, such
      requirements shall be included in the Equity Transfer Agreements. GE shall
      cause
      each Asset Seller and each Equity Seller to enter into the Equity Transfer
      Agreements to which it is meant to be a party. GE guarantees the performance
      by
      each of the Asset Sellers and the Equity Sellers of their respective obligations
      under the Equity Transfer Agreements. 

     

    (b)
      To the extent this Agreement
      requires actions to be taken by any Asset Buyer or Equity Buyer, such
      requirements shall be included in the Equity Transfer Agreements. 

     

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    Acquiror
      shall cause each Asset
      Buyer and Equity Buyer to enter into the Equity Transfer Agreements to which
      it
      is meant to be a party. Acquiror guarantees the performance by each of the
      Asset
      Buyers and the Equity Buyers of their respective obligations under the Equity
      Transfer Agreements. 

     

    7.21
Standstill.
      From the
      date hereof until the earlier of the Final Closing Date or the termination
      of
      this Agreement in accordance with Article IX hereof, GE will not, and
      will cause its Affiliates not to, without the prior written approval of
      Acquiror, directly or indirectly acquire, directly or indirectly (including
      pursuant to a merger or other business combination involving Acquiror), any
      securities (including derivative securities) of Acquiror; provided that
      this clause shall not prohibit GE and its Affiliates from taking any such action
      in connection with any third party asset management business. Notwithstanding
      anything to the contrary, this Section 7.21 shall not apply to any
      of GE or any of its Affiliates in their capacity as an adviser or fiduciary
      for
      third parties, including GE Pension Trust or GE Asset Management Incorporation,
      or in their conduct of Default Recovery Activities. 

     

    7.22
Consultation
      with Employee
      Representatives. Notwithstanding anything to the contrary contained in this
      Agreement or any of the Related Agreements, the provisions of this Agreement
      and
      the Related Agreements relating to the sale of the Business operations and
      assets (and related employee transfers) in the jurisdiction set forth in
Section 7.22 of the GE Disclosure Letter, shall not be effective
      until GE and Acquiror shall have complied with applicable Law regarding notice
      to and consultation with employee representatives of employees in such
      jurisdiction with respect to the transactions contemplated by this Agreement.
      GE
      and Acquiror shall undertake and reasonably cooperate with each other to effect
      such compliance as promptly as practicable. 

     

    7.23
Additional
      Agreements.
      Prior to the Initial Closing Date, GE and Acquiror shall enter into the
      following agreements: 

     

    (a)
      A Transition Services Agreement,
      among GE, the Acquired Subsidiaries and Acquiror (the “Transition Services
      Agreement”), which shall include each of the following terms: (i) GE
      shall provide, or cause one or more of its Affiliates to provide to the Acquired
      Subsidiaries, the Asset Buyers and their Subsidiaries, each of the services
      as
      are reasonably necessary for the orderly transition of the Business to Acquiror
      and the continued operation of the Business in substantially the same manner
      as
      operated on the Initial Closing Date, including certain of the services listed
      on Exhibit J-1 attached hereto (the “GE Transition Services”) for
      a period of up to twenty-four months following the Initial Closing Date,
      (ii) Acquiror shall cause the Acquired Subsidiaries to provide, or cause
      one or more of its Affiliates to provide, to GE and its Affiliates (including
      ERAC), each of the services as are reasonably necessary for the orderly
      separation of the Business from GE (including the separation of ERAC from the
      Business) and the continued operation of ERAC and such other GE Affiliates
      in
      substantially the same manner as operated on the Initial Closing Date, including
      certain of the services listed on Exhibit J-2 attached hereto (the
“Polaris Transition Services”) for a period of twenty-four months
      following the Initial Closing Date, and (iii) each of GE and Acquiror shall
      reimburse the other party for all costs and expenses incurred by such party
      in
      providing the GE Transition Services or the Polaris Transition Services, as
      applicable, determined in accordance with past practice, or if there is no
      past
      practice with respect to a particular GE Transition Service or Polaris
      Transition Service, in 

     

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    accordance
      with GE’s customary
      allocation methodology with respect to similar types of services provided to
      its
      Affiliates. Either party hereunder may terminate any service provided by the
      other pursuant to the Transition Services Agreement upon 60 days prior written
      notice. Each provider of services pursuant to the Transition Services Agreement
      shall agree to provide such services in a commercially reasonable manner
      consistent with past practice and neither party shall indemnify the other except
      for gross negligence or willful misconduct. 

     

    (b)
      An Asset Management Services
      Agreement (the “Management Services Agreement”) between GE Asset
      Management Incorporated and Acquiror, which shall have the terms and conditions
      set forth on Exhibit K. 

     

    7.24
Cooperation
      Regarding
      Opinions. GE agrees to use its reasonable best efforts to obtain the
      opinions referred to in Sections 8.2(i) and (j) and if GE is
      unable to obtain such opinions in the times set forth therein, the parties
      shall
      cooperate in obtaining such opinions. 

     

    7.25
Acquiror
      Convertible
      Instruments. Acquiror agrees to pay 100 basis points of any spread payable
      to the underwriters of Acquiror Convertible Instruments in a resale by GE or
      any
      of its Affiliates. 

     

    ARTICLE
      VIII 

     

    CONDITIONS
      TO CLOSING 

     

    8.1
Conditions
      Precedent to
      Obligations of Acquiror at the Initial Closing. The obligation of Acquiror
      to consummate the transactions contemplated by this Agreement to occur at the
      Initial Closing is subject to the fulfillment, on or prior to the Initial
      Closing Date, of each of the following conditions (any or all of which may
      be
      waived by Acquiror in whole or in part to the extent permitted by applicable
      Law): 

     

    (a)
      The representations and
      warranties of GE set forth in this Agreement and the Related Agreements shall
      be
      true and correct (without giving effect to any limitations as to materiality
      or
“Business Material Adverse Effect” set forth therein) on the date hereof and at
      and as of the Initial Closing as if made on the Initial Closing Date, except
      to
      the extent such representations and warranties relate to an earlier date (in
      which case such representations and warranties shall be true and correct on
      and
      as of such earlier date); provided, however, that in the event of
      a breach of a representation or warranty, the condition set forth in this
Section 8.1(a) shall be deemed satisfied unless the effect of all
      such breaches of representations and warranties taken together results in a
      Business Material Adverse Effect, and Acquiror shall have received a certificate
      signed by an authorized officer of GE, dated the Initial Closing Date, to the
      foregoing effect; 

     

    (b)
      GE shall have performed and
      complied in all material respects with all covenants, obligations and agreements
      required by this Agreement and the Related Agreements that have been executed
      prior to the Initial Closing to be performed or complied with by GE on or prior
      to the Initial Closing Date, and Acquiror shall have received a certificate
      signed by an authorized officer of GE, dated the Initial Closing Date, to the
      foregoing effect; 

     

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    (c)
      Since December 31, 2004,
      other than claims arising under policies or contracts of insurance, reinsurance
      or retrocession issued or assumed by any Polaris Company in the ordinary course
      of business consistent with past practice, there shall have been no change,
      event, effect or condition that has had or would reasonably be expected to
      have,
      individually or in the aggregate, a Business Material Adverse Effect;


     

    (d)
      The Required Acquiror Vote shall
      have been obtained at the Acquiror Shareholder Meeting in accordance with
      applicable Law and the Articles of Association of Acquiror and the authorized
      capital required to issue the New Acquiror Shares and the conditional capital
      resolved by the Acquiror Shareholder Meeting pursuant to
Section 7.12 have been registered in the competent commercial
      register; 

     

    (e)
      There shall not be in effect any
      Order by a Governmental Authority of competent jurisdiction
      (i) restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated hereby or (ii) limiting in any material respect
      the ability of Acquiror to operate the Business as currently conducted; except,
      in the case of clause (ii), an Order that would not reasonably be expected
      to,
      individually or in the aggregate with other Orders, (x) materially impair
      or interfere with the ability of the Polaris Companies taken as a whole or
      Acquiror and its Subsidiaries taken as a whole to conduct their respective
      businesses substantially in the manner as such businesses are now being
      conducted, (y) have a Business Material Adverse Effect or (z) have a
      material adverse effect on Acquiror and its Subsidiaries, taken as a whole;
      

     

    (f)
      There shall not be pending any
      Action by any Governmental Authority that seeks to prohibit, prevent or enjoin
      the consummation of any of the transactions contemplated hereby; 

     

    (g)
      (i) The waiting period
      applicable to the transactions contemplated by this Agreement under the HSR
      Act
      shall have expired or early termination shall have been granted, (ii) the
      applicable filings or approvals under other Antitrust Laws which are required
      to
      be made or obtained shall have been made or obtained, and any applicable waiting
      periods thereunder shall have expired or been terminated, (iii) the
      consents, authorizations, Orders, Permits and approvals set forth on Exhibit
      L hereto shall have been obtained and shall be in full force and effect,
      in
      each case without any condition, restriction or limitation that would reasonably
      be expected to (x) materially impair or interfere with the ability of the
      Polaris Companies taken as a whole or Acquiror and its Subsidiaries taken as
      a
      whole to conduct their respective businesses substantially in the manner as
      such
      businesses are now being conducted, (y) have a Business Material Adverse
      Effect or (z) have a material adverse effect on Acquiror and its
      Subsidiaries, taken as a whole; 

     

    (h)
      GE or one of its Affiliates
      shall have executed and delivered to Acquiror each of the Transaction
      Agreements; 

     

    (i)
      GE shall have received from the
      Missouri Insurance Department a final report in connection with its most recent
      triennial review of certain of the Polaris Insurance Subsidiaries, which shall
      not impose any material adjustment or alteration to the accounting treatment
      employed by such Polaris Insurance Subsidiaries with respect to the reinsurance
      Contracts identified in Section 8.1(i) of the GE Disclosure Letter;
      and 

     

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    (j)
      The conditions to consummation
      set out in the UK Asset Purchase Agreements shall have been satisfied or waived.
      

     

    8.2
Conditions
      Precedent to
      Obligations of GE at the Initial Closing. The obligations of GE to
      consummate the transactions contemplated by this Agreement to occur at the
      Initial Closing are subject to the fulfillment, prior to or on the Initial
      Closing Date, of each of the following conditions (any or all of which may
      be
      waived by GE in whole or in part to the extent permitted by applicable Law):
      

     

    (a)
      The representations and
      warranties of Acquiror set forth in this Agreement and the Related Agreements
      shall be true and correct (without giving effect to any limitations as to
      materiality or “Acquiror Material Adverse Effect” set forth therein) as of the
      date hereof and at and as of the Initial Closing as if made on the Initial
      Closing Date, except to the extent such representations and warranties relate
      to
      an earlier date (in which case such representations and warranties shall be
      true
      and correct on and as of such earlier date); provided, however,
      that in the event of a breach of a representation or warranty, the condition
      set
      forth in this Section 8.2(a) shall be deemed satisfied unless the
      effect of all such breaches of representations and warranties taken together
      results in an Acquiror Material Adverse Effect, and GE shall have received
      a
      certificate signed by an authorized officer of Acquiror, dated the Initial
      Closing Date, to the foregoing effect; 

     

    (b)
      Acquiror shall have performed
      and complied in all material respects with all covenants, obligations and
      agreements required by this Agreement and the Related Agreements that have
      been
      executed prior to the Initial Closing to be performed or complied with by
      Acquiror on or prior to the Initial Closing Date, and GE shall have received
      a
      certificate signed by an authorized officer of Acquiror, dated the Initial
      Closing Date, to the foregoing effect; 

     

    (c)
      Since December 31, 2004,
      other than ordinary course benefit claims arising under policies or contracts
      of
      insurance, reinsurance or retrocession issued or assumed by an insurance
      Subsidiary of Acquiror in the ordinary course of business consistent with past
      practice, there shall have been no change, event, effect or condition that
      has
      had or would reasonably be expected to have, individually or in the aggregate,
      an Acquiror Material Adverse Effect; 

     

    (d)
      The Required Acquiror Vote shall
      have been obtained at the Acquiror Shareholder Meeting in accordance with
      applicable Law and the Articles of Association of Acquiror and the authorized
      capital and the conditional capital resolved by the Acquiror Shareholder Meeting
      pursuant to Section 7.12 have been registered in the competent
      commercial register; 

     

    (e)
      There shall not be in effect any
      Order by a Governmental Authority of competent jurisdiction restraining,
      enjoining or otherwise prohibiting the consummation of the transactions
      contemplated hereby; 

     

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    (f)
      There shall not be pending any
      Action by any Governmental Authority that seeks to prohibit, prevent or enjoin
      the consummation of any of the transactions contemplated hereby; 

     

    (g)
      (i) The waiting period
      applicable to the transactions contemplated by this Agreement under the HSR
      Act
      shall have expired or early termination shall have been granted, (ii) the
      applicable filings or approvals under other Antitrust Laws which are required
      to
      be made or obtained shall have been made or obtained, and any applicable waiting
      periods thereunder shall have expired or been terminated, and (iii) the
      consents, authorizations, Orders, Permits and approvals set forth on Exhibit
      L hereto shall have been obtained and shall be in full force and effect;
      

     

    (h)
      Acquiror shall have executed and
      delivered to GE each of the Transaction Agreements; 

     

    (i)
      On or prior to February 1,
      2006, GE shall have received opinions of Cahill Gordon & Reindel LLP
      and KPMG LLP, in form delivered to Acquiror prior to the date hereof, as to
      the
      U.S. federal income Tax consequence of the transactions contemplated by this
      Agreement; 

     

    (j)
      In the event (i) that
      Acquiror does not deliver Acquiror Convertible Instruments with the terms set
      forth in Exhibit C or (ii) if there is a change of Law after the
      date hereof relating to the treatment of the Acquiror Convertible Instruments,
      GE shall have received opinions of Cahill Gordon & Reindel LLP and KPMG
      LLP within 45 days of such change in the case of clause (i) and prior to
      the effective date thereof in the case of clause (ii), as to the U.S. federal
      income Tax consequence of the transactions contemplated by this Agreement,
      which
      opinions in each case shall be in the form delivered to Acquiror prior to the
      date hereof; and 

     

    (k)
      The conditions to consummation
      set out in the UK Asset Purchase Agreements shall have been satisfied or waived.
      

     

    8.3
Conditions
      Precedent to
      Obligations of Acquiror at the Final Closing. The obligations of Acquiror to
      consummate the transactions contemplated by this Agreement to occur at the
      Final
      Closing are subject to the fulfillment, prior to or on the Final Closing Date,
      of each of the following conditions (any or all of which may be waived by
      Acquiror in whole or in part to the extent permitted by applicable Law):


     

    (a)
      The Initial Closing shall have
      occurred; 

     

    (b)
      The representations and
      warranties of GE set forth in this Agreement and the Related Agreements shall
      be
      true and correct (without giving effect to any limitations as to materiality
      or
“Business Material Adverse Effect” set forth therein) as of the date hereof and
      at and as of the Final Closing as if made on the Final Closing Date, except
      (i) to the extent such representations and warranties relate to an earlier
      date (in which case such representations and warranties shall be true and
      correct on and as of such earlier date) and (ii) breaches of
      representations or warranties with respect to Non-U.S. Polaris Companies;
provided, however, that in the event of a breach of a
      representation or warranty, the condition set forth in this
Section 8.3(b) shall be deemed satisfied unless the effect of all
      such breaches of representations and 

     

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    warranties
      taken together results in
      a Business Material Adverse Effect, and GE shall have received a certificate
      signed by an authorized officer of GE, dated the Final Closing Date, to the
      foregoing effect; 

     

    (c)
      GE shall have performed and
      complied in all material respects with all covenants, obligations and agreements
      required by this Agreement and the Related Agreements that have been executed
      prior to the Final Closing to be performed or complied with by the U.S. Polaris
      Companies after the Initial Closing and on or prior to the Final Closing Date,
      and Acquiror shall have received a certificate signed by an authorized officer
      of GE, dated the Final Closing Date, to the foregoing effect; 

     

    (d)
      Since December 31, 2004,
      other than claims arising under policies or contracts of insurance, reinsurance
      or retrocession issued or assumed by any U.S. Polaris Company in the ordinary
      course of business consistent with past practice, there shall have been no
      change, event, effect or condition that has had or would reasonably be expected
      to have, individually or in the aggregate, a Business Material Adverse Effect;
      

     

    (e)
      There shall not be in effect any
      Order by a Governmental Authority of competent jurisdiction
      (i) restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated hereby or (ii) limiting in any material respect
      the ability of Acquiror to operate the Business as currently conducted; except,
      in the case of clause (ii), an Order that would not reasonably be expected
      to,
      individually or in the aggregate with other Orders, (x) materially impair
      or interfere with the ability of the Polaris Companies taken as a whole or
      Acquiror and its Subsidiaries taken as a whole to conduct their respective
      businesses substantially in the manner as such businesses are now being
      conducted, (y) have a Business Material Adverse Effect or (z) have a
      material adverse effect on Acquiror and its Subsidiaries, taken as a whole;
      

     

    (f)
      There shall not be pending any
      Action by any Governmental Authority that seeks to prohibit, prevent or enjoin
      the consummation of any of the transactions contemplated hereby; 

     

    (g)
      The admission board of SWX Swiss
      Exchange shall have given its approval for the listing and admission to trading
      of the New Acquiror Shares without imposing any limitation, commitment or
      restriction that is material in the context of the transactions contemplated
      by
      the Transaction Agreements shall have approved the listing and offering
      prospectus; 

     

    (h)
      (i) The consents,
      authorizations, Orders, Permits and approvals set forth on Exhibit L
      hereto shall have been obtained and shall be in full force and effect, in each
      case without any condition, restriction or limitation that would reasonably
      be
      expected to (x) materially impair or interfere with the ability of the
      Polaris Companies taken as a whole or Acquiror and its Subsidiaries taken as
      a
      whole to conduct their respective businesses substantially in the manner as
      such
      businesses are now being conducted, (y) have a Business Material Adverse
      Effect or (z) have a material adverse effect on Acquiror and its
      Subsidiaries, taken as a whole; and 

     

    78


    
    

    

    (i)
      Subject to
Section 7.18(b), each of the actions set forth in
Section 8.3(i) of the GE Disclosure Letter shall have been
      completed. 

     

    8.4
Conditions
      Precedent to
      Obligations of GE at the Final Closing. The obligations of GE to consummate
      the transactions contemplated by this Agreement to occur at the Final Closing
      are subject to the fulfillment, prior to or on the Final Closing Date, of each
      of the following conditions (any or all of which may be waived by GE in whole
      or
      in part to the extent permitted by applicable Law): 

     

    (a)
      The Initial Closing shall have
      occurred; 

     

    (b)
      The representations and
      warranties of Acquiror set forth in this Agreement and the Related Agreements
      shall be true and correct (without giving effect to any limitations as to
      materiality or “Acquiror Material Adverse Effect” set forth therein) as of the
      date hereof and at and as of the Final Closing as if made on the Final Closing
      Date, except to the extent such representations and warranties relate to an
      earlier date (in which case such representations and warranties shall be true
      and correct on and as of such earlier date); provided, however,
      that in the event of a breach of a representation or warranty, the condition
      set
      forth in this Section 8.4(b) shall be deemed satisfied unless the
      effect of all such breaches of representations and warranties taken together
      results in an Acquiror Material Adverse Effect, and GE shall have received
      a
      certificate signed by an authorized officer of Acquiror, dated the Final Closing
      Date, to the foregoing effect; 

     

    (c)
      Acquiror shall have performed
      and complied in all material respects with all covenants, obligations and
      agreements required by this Agreement and the Related Agreements that have
      been
      executed prior to the Final Closing to be performed or complied with by Acquiror
      on or prior to the Final Closing Date, and GE shall have received a certificate
      signed by an authorized officer of Acquiror, dated the Final Closing Date,
      to
      the foregoing effect; 

     

    (d)
      Since December 31, 2004,
      other than ordinary course benefit claims arising under policies or contracts
      of
      insurance, reinsurance or retrocession issued or assumed by an insurance
      Subsidiary of Acquiror in the ordinary course of business consistent with past
      practice, there shall have been no change, event, effect or condition that
      has
      had or would reasonably be expected to have, individually or in the aggregate,
      an Acquiror Material Adverse Effect; 

     

    (e)
      There shall not be in effect any
      Order by a Governmental Authority of competent jurisdiction restraining,
      enjoining or otherwise prohibiting the consummation of the transactions
      contemplated hereby; 

     

    (f)
      There shall not be pending any
      Action by any Governmental Authority that seeks to prohibit, prevent or enjoin
      the consummation of any of the transactions contemplated hereby; 

     

    (g)
      the admission board of SWX Swiss
      Exchange shall have given its approval for the listing and admission to trading
      of the New Acquiror Shares and the listing of the conditional capital without
      imposing any limitation, commitment or restriction that is material in the
      context of the transactions contemplated by the Transaction Agreements and
      the
      FSA shall have approved the listing and offering prospectus; 

     

    79


    
    

    

    (h)
      The consents, authorizations,
      Orders, Permits and approvals set forth on Exhibit L hereto shall have
      been obtained and shall be in full force and effect; and 

     

    (i)
      Subject to
Section 7.18(b), each of the actions set forth in
Section 8.3(i) of the GE Disclosure Letter shall have been
      completed. 

     

    8.5
Frustration
      of Closing
      Conditions. Neither GE nor Acquiror may rely on the failure of any condition
      set forth in Section 8.1, 8.2, 8.3 or 8.4, as the case
      may be, if such failure was caused by such party’s failure to comply with any
      provision of this Agreement. 

     

    8.6
Conditions
      Subsequent.


     

    (a)
      If the Initial Closing has
      occurred but, due to a failure to satisfy the conditions set forth in Sections
      8.3 or 8.4, and the Final Closing has not occurred within 60 days of the Initial
      Closing Date, then Acquiror shall have the option, exercisable in writing within
      10 days after such 60th
      day, to require the
      repurchase by GE, or Affiliates of GE designated by GE, of the Transferred
      Assets and Purchased Equity sold, and the reassumption of the Assumed
      Liabilities assumed, on the Initial Closing Date, which repurchase and
      reassumption shall be at a price equal to the price paid by Acquiror or its
      Affiliates, plus or minus Earnings that relate to the Non-U.S. Polaris
      Companies, as applicable, for the period from October 1, 2005 until the
      transactions contemplated by this Section 8.6(a) have been
      consummated, less any decline in value due to dividends or other transactions
      not in the ordinary course of business consistent with past practice or not
      on
      arm’s-length terms. Promptly following the exercise by Acquiror of the option
      provided by this Section 8.6(a), GE will cause an Affiliate to
      reinsure 100% of the Liabilities of the Non-U.S. Polaris Companies (including
      100% of the Liabilities transferred by the UK Transfer Scheme) pursuant to
      an
      assumption reinsurance agreement in form and substance reasonably satisfactory
      to Acquiror. 

     

    (b)
      If the Initial Closing has
      occurred but, due to a failure to satisfy the conditions set forth in Sections
      8.3 and 8.4 and the Final Closing has not occurred within 90 days of the Initial
      Closing Date, and if Acquiror has not exercised the option provided in
      subsection (a) of this Section 8.6, then GE shall have the
      option, exercisable in writing after the 71st
      day following the Initial Closing Date but prior to the
      90th
      day after the Initial Closing Date, to require resale to
      GE, or Affiliates of GE designated by GE, of the Transferred Assets and
      Purchased Equity acquired, and the reassumption of the Assumed Liabilities
      assumed, on the Initial Closing Date, which resale and reassumption shall be
      at
      a price equal to the price paid by Acquiror or its Affiliates, plus or minus
      Earnings that relate to the Non-U.S. Polaris Companies, as applicable, for
      the
      90-day period from October 1, 2005 until the transactions contemplated by
      this Section 8.6(b) have been consummated, less any decline in value
      due to dividends or other transactions not in the ordinary course of business
      consistent with past practice or not on arm’s-length terms. Promptly following
      the exercise by GE of the option provided by this Section 8.6(b), GE
      will cause an Affiliate to reinsure 100% of the Liabilities of the Non-U.S.
      Polaris Companies (including 100% of the Liabilities transferred by the UK
      Transfer Scheme) pursuant to an assumption reinsurance agreement in form and
      substance reasonably satisfactory to Acquiror. 

     

    80


    
    

    

    ARTICLE
      IX 

     

    TERMINATION


     

    9.1
Termination
      of Agreement.
      This Agreement may be terminated prior to the Initial Closing as follows:


     

    (a)
      by GE or Acquiror on or after
      November 30, 2006, if the Initial Closing shall not have occurred by the
      close of business on such date; provided that the terminating party is
      not in breach in any material respect of any of its obligations hereunder;
      

     

    (b)
      by mutual written consent of GE
      and Acquiror; 

     

    (c)
      by GE or Acquiror if there shall
      be in effect a final nonappealable Order of a Governmental Authority of
      competent jurisdiction restraining, enjoining or otherwise prohibiting the
      consummation of the transactions contemplated hereby; provided,
however, that the right to terminate this Agreement under this
Section 9.1(c) shall not be available to a party if such Order was
      primarily due to the failure of such party to perform any of its obligations
      under this Agreement; 

     

    (d)
      by GE or Acquiror if the
      Required Acquiror Vote shall not have been obtained upon a vote taken thereon
      at
      the duly convened Acquiror Shareholders Meeting or at an adjournment or
      postponement thereof; 

     

    (e)
      by GE if the Acquiror Board
      Recommendation shall not have been made or Acquiror or its Board of Directors
      shall have withdrawn (or proposed to withdraw) the Acquiror Board
      Recommendation; 

     

    (f)
      by GE if Acquiror or its Board
      of Directors takes any action to rescind the resolutions described in
Section 7.12 after they have been adopted at the Acquiror
      Shareholder Meeting; 

     

    (g)
      by either GE or Acquiror if
      (i) there shall have been a material breach by the other of any of its
      representations, warranties, covenants or agreements contained in the
      Transaction Agreements, which breach would result in the failure to satisfy
      one
      or more of the conditions set forth in Sections 8.1 or 8.2, as
      applicable, and (ii) such breach shall be incapable of being cured or, if
      capable of being cured, shall not have been cured within ninety (90) days
      after written notice thereof shall have been received by the party alleged
      to
      have been in breach; or 

     

    (h)
      by GE if it does not receive the
      opinions set forth in Section 8.2(i) or (j) by the dates
      set forth therein. 

     

    9.2
Procedure
      Upon
      Termination. In the event of termination and abandonment by Acquiror or GE,
      or both, pursuant to Section 9.1 hereof, written notice thereof


     

    81


    
    

    

    shall
      forthwith be given to the
      other party or parties, and this Agreement shall terminate, and the purchase
      of
      the Acquired Subsidiaries and the Transferred Assets, and the assumption of
      the
      Assumed Liabilities hereunder shall be abandoned, without further action by
      Acquiror or GE. 

     

    9.3
Effect
      of Termination.
      (a) In the event that this Agreement is terminated in accordance with
Section 9.1 and 9.2, then, subject to
Section 9.3(c), each of the parties shall be relieved of their
      duties and obligations arising under this Agreement after the date of such
      termination and such termination shall be without liability to Acquiror or
      GE;
provided, that the obligations of the parties set forth in this
Section 9.3, Section 9.4, Section 10.4 and
Article XI hereof shall survive any such termination
      and shall be
      enforceable hereunder. 

     

    (b)
      If this Agreement is terminated
      pursuant to Section 9.1 hereof, Acquiror shall not oppose or seek to
      prevent or frustrate any transaction or agreement that GE or any of its
      Subsidiaries may propose or enter into relating to the sale of all or any
      portion of the Polaris Companies, the Transferred Assets or the Business to
      any
      third party. Nothing in this Section 9.3(b) is intended to, nor
      shall it be construed as, a waiver or discharge of any of the rights and
      obligations under the Confidentiality Agreement of the parties thereto.


     

    (c)
      Subject to
Section 10.4, nothing in this Section 9.3 or
Section 9.4 shall relieve GE or Acquiror of any liability for
      a
      breach of any of its covenants or agreements or willful breach of its
      representations and warranties contained in this Agreement prior to the date
      of
      termination. The damages recoverable by the non-breaching party shall include
      all attorneys’ fees reasonably incurred by such party in connection with the
      transactions contemplated hereby. 

     

    9.4
Expenses
      upon
      Termination. 

     

    (a)
      Without limiting the provisions
      of Section 9.3, in order for Acquiror to induce GE to enter into
      this Agreement, and to reimburse GE for its out-of-pocket costs and expenses
      related to the preparation, negotiation and execution of this Agreement, and
      seeking to consummate the transactions contemplated hereby, in the event that
      this Agreement is terminated (i) by GE or Acquiror pursuant to
Section 9.1(a) (but only if a Acquiror Shareholder Meeting to obtain
      the Required Acquiror Vote has not been held) or (ii) by GE pursuant to
Sections 9.1(d) or (g), then in each case Acquiror shall reimburse
      GE for its reasonable, documented out-of-pocket expenses and costs of third
      parties (including reasonable fees and expenses of counsel, accountants,
      actuaries, financial advisors and investment bankers) incurred by GE or any
      of
      its Subsidiaries or on their behalf in connection with or related to the
      authorization, preparation, planning, negotiation, execution and performance
      of
      this Agreement, the other Transaction Agreements and the transactions
      contemplated hereby and thereby; provided, that in no event shall such
      payment exceed $25,000,000. 

     

    (b)
      Without limiting the provisions
      of Section 9.3, in order for GE to induce Acquiror to enter into
      this Agreement, and to reimburse Acquiror for its out-of-pocket costs and
      expenses related to the preparation, negotiation and execution of this
      Agreement, and seeking to consummate the transactions contemplated hereby,
      in
      the event that this Agreement is terminated (i) by GE or Acquiror pursuant
      to Section 9.1(a) (but only if GE has failed to receive the opinions
      contemplated by Section 8.2(j)) or Section 9.1(h) or
      (ii) by Acquiror pursuant to Section 9.1(g), then in each case
      GE shall reimburse Acquiror for its reasonable, documented out-of-pocket


     

    82


    
    

    

    expenses
      and costs of third parties
      (including reasonable fees and expenses of counsel, accountants, actuaries,
      financial advisors and investment bankers) incurred by Acquiror or any of its
      Subsidiaries or on their behalf in connection with or related to the
      authorization, preparation, planning, negotiation, execution and performance
      of
      this Agreement, the other Transaction Agreements and the transactions
      contemplated hereby and thereby; provided, that in no event shall such
      payment exceed $25,000,000. 

     

    (c)
      Any payment required to be made
      pursuant to Section 9.4(a) or (b) shall be made to GE or
      Acquiror, as applicable, not later than two (2) Business Days after the
      termination event described in Section 9.4(a) or (b), as
      applicable. 

     

    (d)
      In the event that either
      Acquiror or GE, as applicable, shall fail to make the payment required pursuant
      to this Section 9.4 when due, such payment shall accrue interest for
      the period commencing on the date such payment became past due, at an annual
      rate equal to the GE Commercial Paper Rate. In addition, if either Acquiror
      or
      GE shall fail to make such payment when due, Acquiror or GE, as applicable,
      shall also pay to the other all of such party’s reasonable out-of-pocket costs
      and expenses (including reasonable attorneys’ fees) in connection with efforts
      to collect such payment. Each party hereto acknowledges that the required
      payment and the other provisions of this Section 9.4 are an integral
      part of this Agreement and that, without this Section 9.4, the other
      party would not have entered into this Agreement. 

     

    ARTICLE
      X 

     

    INDEMNIFICATION


     

    10.1
Indemnification
      by GE.


     

    (a)
      Subject to Sections
      10.1(b), 10.3, 10.5 and 10.8, from and after the
      applicable Closing, GE shall indemnify, defend and hold harmless Acquiror and
      its Affiliates and Representatives (collectively, the “Acquiror Indemnified
      Parties”) against, and reimburse any Acquiror Indemnified Party for:


     

    (i)
      all Losses that such Acquiror
      Indemnified Party may at any time suffer or incur, or become subject to, as
      a
      result of or in connection with any breach as of the applicable Closing of
      Section 5.1, 5.2, 5.5 or 5.6; 

     

    (ii)
      all Losses that such Acquiror
      Indemnified Party may at any time suffer or incur, or become subject to, as
      a
      result of or in connection with the breach of any covenant or agreement of
      GE in
      this Agreement to the extent such breach relates to obligations to be performed
      following the Initial Closing (with respect to the Non-U.S. Polaris Companies)
      or Final Closing and any Losses that such Acquiror Indemnified Party may at
      any
      time suffer or incur, or become subject to, as a result of or in connection
      with
      the breach of Section 7.8(b); 

     

    (iii)
      any broker, finder or
      financial advisor fee payable by GE or any of its Affiliates in connection
      with
      the transactions contemplated by this Agreement; 

     

    (iv)
      any Excluded Liabilities;


     

    83


    
    

    

    (v)
      the amount of all monetary
      penalties, fines, assessments and other similar monetary sanctions that arise
      from the matters set forth in Section 10.1(a)(v) of the GE
      Disclosure Letter, and are mandated by, or agreed to with, and payable to,
      the
      applicable Governmental Authority identified in Section 10.1(a)(v)
      of the GE Disclosure Letter; 

     

    (vi)
      all Losses under any Contract
      providing for the indemnification by any Polaris Company of any purchaser in
      connection with any acquisition by such purchaser (from a Polaris Company)
      prior
      to the Initial Closing (by merger, consolidation, acquisition of stock or assets
      or otherwise) of any former business of the Polaris Companies; provided
      that such indemnification (other than with respect to any Tax indemnification)
      shall not apply (x) except to the extent such Losses exceed $1,000,000 in
      the aggregate and (y) to the sale of ERC Life Reinsurance Corporation to an
      Affiliate of the Scottish Re Group; 

     

    (vii)
      all Losses that such Acquiror
      Indemnified Party may at any time suffer or incur, or become subject to, as
      a
      result of or in connection with the claim described on
Section 10.1(a)(vii) of the GE Disclosure Letter; 

     

    (viii)
      all Losses that such Acquiror
      Indemnified Party may at any time suffer or incur, or become subject to, related
      to any liabilities that are assumed by GE or its Affiliates (other than GE
      ISC
      and its consolidated Subsidiaries) pursuant to Section 3.1; and


     

    (ix)
      all Losses that such Acquiror
      Indemnified Party may at any time suffer or incur, or become subject to, related
      to any pension liabilities of any Polaris Company that are retained or assumed
      by GE or its Affiliates pursuant to the Employee Matters Agreement.


     

    (b)
      Notwithstanding any other
      provision to the contrary, the cumulative indemnification obligation of GE
      under
Section 10.1(a) shall in no event exceed the Purchase Price;
provided, however, that the foregoing limitation shall not apply
      to any claims involving fraud or intentional misrepresentation. 

     

    10.2
Indemnification
      by
      Acquiror. 

     

    (a)
      Subject to Sections
      10.2(b), 10.3, 10.5 and 10.8, from and after the
      Closing, Acquiror shall indemnify, defend and hold harmless GE and its
      Affiliates and Representatives (collectively, the “GE Indemnified Parties“)
      against, and reimburse any GE Indemnified Party for: 

     

    (i)
      all Losses that such GE
      Indemnified Party may at any time suffer or incur, or become subject to, as
      a
      result of or in connection with any breach as of the Closing of Sections
      6.1, 6.2, 6.5 and 6.6; 

     

    (ii)
      all Losses that such GE
      Indemnified Party may at any time suffer or incur, or become subject to, as
      a
      result of or in connection with the breach of any covenant or agreement of
      Acquiror in this Agreement to the extent such breach relates to obligations
      to
      be performed following the Closing; 

     

    84


    
    

    

    (iii)
      any broker, finder or
      financial advisor fee payable by Acquiror or any of its Affiliates (other than
      the Polaris Companies) in connection with the transactions contemplated by
      this
      Agreement; and 

     

    (iv)
      any Assumed Liability.


     

    (b)
      Notwithstanding any other
      provision to the contrary, the cumulative indemnification obligation of Acquiror
      under Section 10.2(a) shall in no event exceed the Purchase Price;
provided, however, that the foregoing limitation shall not apply
      to any claims involving fraud or intentional misrepresentation. 

     

    10.3
Notification
      of Claims.


     

    (a)
      A Person that may be entitled to
      be indemnified under this Agreement (the “Indemnified Party”) shall
      promptly notify the party or parties liable for such indemnification (the
“Indemnifying Party”) in writing of any pending or threatened claim or
      demand that the Indemnified Party has determined has given or could reasonably
      give rise to a right of indemnification under this Agreement (including a
      pending or threatened claim or demand asserted by a third party against the
      Indemnified Party, such claim being a “Third Party Claim”), describing in
      reasonable detail the facts and circumstances with respect to the subject matter
      of such claim or demand; provided, however, that the failure to
      provide such notice shall not release the Indemnifying Party from any of its
      obligations under this Article X except to the extent the Indemnifying
      Party is materially prejudiced by such failure, it being understood that notices
      for claims in respect of a breach of a representation or warranty must be
      delivered prior to the expiration of any applicable survival period specified
      in
Section 10.8 for such representation and warranty. 

     

    (b)
      Within thirty (30) days
      following receipt of a notice of a claim for indemnity from an Indemnified
      Party
      pursuant to Section 10.3(a), the Indemnifying Party may, at its sole
      option, assume the defense and control of any Third Party Claim and, if such
      option is elected, shall allow the Indemnified Party a reasonable opportunity
      to
      participate in the defense of such Third Party Claim with its own counsel and
      at
      its own expense. The parties acknowledge and agree that GE has elected to assume
      the defense and control of the matters referred to in
Section 10.1(a)(v) of the GE Disclosure Letter. If the Indemnifying
      Party elects to assume the defense against such Third Party Claim, the
      Indemnifying Party shall (i) select counsel, contractors and consultants of
      recognized standing and competence, (ii) take all steps reasonably
      necessary in the defense or settlement of such Third Party Claim and
      (iii) be authorized to consent to a settlement of, or the entry of any
      judgment arising from, any Third Party Claim, without the consent of any
      Indemnified Party, provided that, in the case of clause (iii), the
      Indemnifying Party shall (A) pay or cause to be paid all amounts arising
      out of such settlement or judgment concurrently with the effectiveness of such
      settlement, (B) not encumber any of the material assets of any Indemnified
      Party or agree to any restriction or condition that would materially adversely
      affect any Indemnified Party or the conduct of any Indemnified Party’s business
      and (C) obtain, as a condition of any settlement or other resolution, a
      complete release 

     

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    of
      any Indemnified Party potentially
      affected by such Third Party Claim; provided that if such Third Party
      Claim involves a Governmental Authority as claimant and such Governmental
      Authority will not provide a complete release, such Indemnified Party shall
      have
      the right to consent to such settlement or other resolution (which consent
      shall
      not be unreasonably withheld or delayed); provided, further, that
      if such consent is withheld the Indemnifying Party shall be liable only for
      proposed settlement amounts and the Indemnified Party shall be liable for any
      Losses in excess thereof. GE or Acquiror, as the case may be, shall, and shall
      cause each of its Affiliates and Representatives to, cooperate fully with the
      Indemnifying Party in the defense of any Third Party Claim. 

     

    (c)
      If the Indemnifying Party does
      not elect to assume the defense, or fails to assume the defense thereof within
      30 days of receipt of notice of a claim for indemnity from an Indemnified Party,
      against such Third Party Claim, the Indemnified Party shall undertake the
      defense of such Third Party Claim for the account of the Indemnified Party;
      provided, however, the Indemnified Party shall pursue such defense
      in good faith and shall not be authorized to consent to a settlement, or the
      entry of any judgment arising from, any Third Party Claim, without the consent
      of any Indemnifying Party (which consent shall not be unreasonably withheld
      or
      delayed). 

     

    10.4
Exclusive
      Remedies. GE
      and Acquiror acknowledge and agree that (i) subject to Sections 9.3
      and 9.4, prior to the applicable Closing, the sole and exclusive remedy
      of Acquiror for any breach or inaccuracy of any representation or warranty
      contained herein or in the Related Agreements shall be refusal to close the
      purchase and sale of the Purchased Equity and Transferred Assets hereunder
      and
      (ii) following the applicable Closing and other than in the case of actual
      fraud by Acquiror or GE or any of their respective Affiliates or
      Representatives, the indemnification provisions of Article X and, with
      respect to Taxes, the applicable indemnification sections of the Tax Matters
      Agreement, the UK Tax Matters Agreement and the International Tax Matters
      Agreement, shall be the sole and exclusive remedies of GE and Acquiror,
      respectively, for any breach of the representations and warranties in this
      Agreement or the Related Agreements and for any failure to perform or comply
      with any covenants or agreements that, by their terms, were to have been
      performed or complied with prior to the applicable Closing. 

     

    10.5
Additional
      Indemnification
      Provisions. GE and Acquiror agree, for themselves and on behalf of their
      respective Affiliates and Representatives, that with respect to each
      indemnification obligation in this Agreement or any other document executed
      in
      connection with the applicable Closing (a) each such obligation shall be
      calculated on an After-Tax Basis and (b) all Losses shall be net of any
      third-party insurance proceeds which either have been recovered by, or are
      recoverable by, the Indemnified Party in connection with the facts giving rise
      to the right of indemnification and (c) in no event shall the Indemnifying
      Party have liability to the Indemnified Party for any lost profits,
      consequential damages or punitive damages, other than consequential or punitive
      damages actually awarded to a third party pursuant to a Third Party Claim in
      an
      Action. In any case where an Indemnified Party recovers from a third Person
      any
      amount in respect of a matter for which an Indemnifying Party has indemnified
      it
      pursuant to this Article X, such Indemnified Party shall promptly pay
      over to the Indemnifying Party the amount so recovered (after deducting
      therefrom the amount of expenses incurred by it in procuring such recovery),
      but
      not in excess of the sum of (a) any amount previously paid by the


     

    86


    
    

    

    Indemnifying
      Party to or on behalf
      of the Indemnified Party in respect of such claim and (b) any amount
      expended by the Indemnifying Party in pursuing or defending any claim arising
      out of such matter. 

     

    10.6
Mitigation.
      Each of the
      parties agrees to take all reasonable steps to mitigate their respective Losses
      upon and after becoming aware of any event or condition which would reasonably
      be expected to give rise to any Losses that are indemnifiable hereunder.


     

    10.7
Indemnification
      for
      Taxes. Notwithstanding anything contained herein to the contrary, with
      respect to indemnification related to Taxes, the Tax Matters Agreement, the
      UK
      Tax Matters Agreement and the International Tax Matters Agreement shall control.
      

     

    10.8
Survival.
      The
      representations and warranties and covenants and agreements of GE and Acquiror
      contained in this Agreement shall not survive the Initial Closing or the Final
      Closing, as applicable (in the case of covenants and agreements, to the extent
      such covenants and agreements are to be performed prior to the Initial Closing
      or the Final Closing, as applicable), except that the representations and
      warranties in Sections 5.1, 5.2, 5.5, 5.6,
6.1, 6.2, 6.5 and 6.6 and the covenants
      and
      agreements set forth in Sections 7.1(d)(xi) and 7.7(b) shall
      survive the Final Closing forever and shall not terminate. Unless a specified
      period is set forth in this Agreement (in which event such specified period
      will
      control), covenants and agreements to be performed following a Closing shall
      survive such Closing and remain in effect indefinitely to the extent such
      covenants and agreements are to be performed following such Closing.


     

    ARTICLE
      XI 

     

    MISCELLANEOUS


     

    11.1
Reserves.
      NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (INCLUDING ANY PROVISION
      OF ARTICLE V OR ARTICLE VII HEREOF, EXCEPT FOR THE MATTERS SPECIFICALLY
      ADDRESSED IN SECTIONS 5.19, SECTION 7.1 AND SECTION 7.7),
      NEITHER GE NOR ANY OF ITS AFFILIATES IS MAKING ANY EXPRESS OR IMPLIED
      REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT, IN OR PURSUANT TO THIS
      AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT (A) CONCERNING THE RESERVES,
      FUNDS OR PROVISIONS FOR LOSSES, CLAIMS, PREMIUMS, POLICY BENEFITS AND EXPENSES,
      INCLUDING UNEARNED PREMIUM RESERVES, RESERVES FOR INCURRED LOSSES, TECHNICAL
      RESERVES, INCURRED LOSS ADJUSTMENT EXPENSES, INCURRED BUT NOT REPORTED LOSSES
      AND LOSS ADJUSTMENT EXPENSES WITH RESPECT TO INSURANCE AND REINSURANCE CONTRACTS
      ISSUED, REISSUED OR ASSUMED, OR RESERVES WITH RESPECT TO UNCOLLECTIBLE
      REINSURANCE OF ANY OF THE POLARIS COMPANIES, INDIVIDUALLY OR IN THE AGGREGATE,
      INCLUDING (I) WHETHER SUCH RESERVES ARE ADEQUATE OR SUFFICIENT OR WHETHER
      SUCH ASSET IS COLLECTIBLE OR (II) WHETHER SUCH RESERVES WERE DETERMINED IN
      ACCORDANCE WITH ANY ACTUARIAL, STATUTORY OR OTHER STANDARD, (B) THE
      COLLECTIBILITY OF ANY AMOUNTS FROM ANY REINSURERS OR RETROCESSIONARIES OF ANY
      OF
      THE POLARIS COMPANIES OR (C) CONCERNING ANY FINANCIAL STATEMENT “LINE ITEM”
OR ASSET, LIABILITY OR EQUITY AMOUNT TO THE EXTENT AFFECTED BY ANY OF THE
      MATTERS REFERRED TO IN THE PRECEDING CLAUSES (A) OR (B). 

     

    87


    
    

    

    11.2
Expenses.
      Except as may
      be otherwise specified in this Agreement or any other Transaction Agreement,
      all
      costs and expenses, including fees and disbursements of counsel, financial
      advisers and accountants, incurred in connection with the Transaction Agreements
      and the transactions contemplated by the Transaction Agreements shall be paid
      by
      the Person incurring such costs and expenses, whether or not the Closings shall
      have occurred. 

     

    11.3
Notices.
      All notices,
      requests, claims, demands and other communications under the Transaction
      Agreements shall be in writing and shall be given or made (and shall be deemed
      to have been duly given or made upon receipt) by delivery in person, by
      overnight courier service, by facsimile with receipt confirmed (followed by
      delivery of an original via overnight courier service) or by registered or
      certified mail (postage prepaid, return receipt requested) to the respective
      parties at the following addresses (or at such other address for a party as
      shall be specified in a notice given in accordance with this
Section 11.3): 

     

    (a)
      if to GE: 

     

    General
      Electric Company


    3135
      Easton Turnpike 

    Fairfield,
      CT 06828 

    Facsimile:            (203) 373-3008
      

    Attention:            Senior
      Counsel, Transactions 

     

    With
      a copy (which shall not
      constitute notice) to: 

     

    Weil,
      Gotshal & Manges LLP


    767
      Fifth Avenue 

    New
      York, New York 10153


    Facsimile:            (212) 310-8007
      

    Attention:            Howard
      Chatzinoff, Esq. 

     

    (b)
      if to Acquiror: 

     

    Swiss
      Reinsurance Company


    Mythenquai
      50/60 

    8022
      Zurich, Switzerland


    Facsimile
      +41 43 282 2162


    Attention:
      Group Chief Legal Officer


     

    With
      a copy (which shall not
      constitute notice) to: 

     

    Simpson
      Thacher & Bartlett
      LLP 

    425
      Lexington Avenue 

    New
      York, New York 10017-3954


    Facsimile:            (212) 455-2502
      

    Attention:            Charles
      I. Cogut, Esq. 

                                           
            Gary I. Horowitz, Esq. 

     

    88


    
    

    

    11.4
Public
      Announcements.
      Except as may be required by Law or stock exchange rules, prior to the Initial
      Closing no party to this Agreement or any Affiliate or Representative of such
      party shall make any public announcements or otherwise communicate with any
      news
      media in respect of this Agreement or the transactions contemplated by this
      Agreement without prior notification to the other party, and prior to any
      announcement or communication the parties shall cooperate as to the timing
      and
      contents of any such announcement or communication. 

     

    11.5
Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced under any Law or as a matter of public policy, all other
      conditions and provisions of this Agreement shall nevertheless remain in full
      force and effect so long as the economic or legal substance of the transactions
      contemplated by this Agreement is not affected in any manner materially adverse
      to any party. Upon such determination that any term or other provision is
      invalid, illegal or incapable of being enforced, the parties to this Agreement
      shall negotiate in good faith to modify this Agreement so as to effect the
      original intent of the parties as closely as possible in a mutually acceptable
      manner in order that the transactions contemplated by this Agreement be
      consummated as originally contemplated to the greatest extent possible.


     

    11.6
Entire
      Agreement. Except
      as otherwise expressly provided in the Transaction Agreements, the Transaction
      Agreements, the GE Disclosure Letter and Acquiror Disclosure Letter constitute
      the entire agreement of GE, on the one hand, and Acquiror, on the other hand,
      with respect to the subject matter of the Transaction Agreements and supersede
      all prior agreements and undertakings, both written and oral, other than the
      Confidentiality Agreement to the extent not in conflict with this Agreement,
      between or on behalf of GE and/or its Affiliates, on the one hand, and Acquiror
      and/or its Affiliates, on the other hand, with respect to the subject matter
      of
      the Transaction Agreements. 

     

    11.7
Assignment.
      This
      Agreement shall not be assigned by operation of Law or otherwise, except that
      GE
      and Acquiror may assign any or all of its rights and obligations under this
      Agreement to any of its Affiliates; provided, however, that no
      such assignment by GE or Acquiror, as applicable, shall (x) release GE or
      Acquiror, as applicable, from any liability or obligation under this Agreement
      or (y) be permissible if it could reasonably be expected to delay, hinder
      or jeopardize the consummation of any transactions contemplated by this
      Agreement. This Agreement shall be binding upon, shall inure to the benefit
      of,
      and shall be enforceable by the parties hereto and their permitted successors
      and assigns. 

     

    11.8
No
      Third-Party
      Beneficiaries. Except as provided in Article X with respect to
      GE Indemnified Parties and Acquiror Indemnified Parties, this Agreement is
      for
      the sole benefit of the parties to this Agreement and their permitted successors
      and assigns and nothing in this Agreement, express or implied, is intended
      to or
      shall confer upon any other Person or entity any legal or equitable right,
      benefit or remedy of any nature whatsoever under or by reason of this Agreement.
      

     

    89


    
    

    

    11.9
Licenses.
      To the extent
      that any Business Intellectual Property or Business Technology is transferred
      to
      Acquiror or any of its Affiliates hereunder, such Business Intellectual Property
      and Business Technology shall be subject to all of the terms and conditions
      of
      all agreements between GE and its Affiliates and third parties pursuant to
      which
      such Business Intellectual Property and Business Technology was licensed prior
      to the applicable Closing. 

     

    11.10
Amendment.
      No provision
      of any Transaction Agreement may be amended or modified except by a written
      instrument signed by all the parties to such agreement. 

     

    11.11
Dispute
      Resolution.


     

    (a)
      Except as set forth in
Sections 3.3 and 3.4 and except with respect to any request for
      equitable relief (including interim relief) by either GE or Acquiror on or
      prior
      to the Closing Date, any dispute, controversy or claim arising out of or
      relating to the transactions contemplated by the Transaction Agreements (other
      than the Tax Matters Agreement, the UK Tax Matters Agreement or the
      International Tax Matters Agreement), or the validity, interpretation, breach
      or
      termination of any such agreement, including claims seeking redress or asserting
      rights under any Law (a “Dispute”), shall be resolved in accordance with
      the procedures set forth in this Section 11.11 and
Section 11.12. Until completion of such procedures, no party may
      take any action to force a resolution of a Dispute by any judicial or similar
      process, except to the limited extent necessary to (i) avoid expiration of
      a claim that might eventually be permitted by this Agreement or (ii) obtain
      interim relief, including injunctive relief, to preserve the status quo or
      prevent irreparable harm or ensure performance under Section 7.9.


     

    (b)
      Any party seeking resolution of
      a Dispute shall first endeavor to resolve the Dispute at the working team level
      (i.e., among the persons principally responsible for discharging the parties’
respective obligations hereunder). If the parties are unable to resolve such
      Dispute at the working team level, such Dispute shall be referred to a member
      of
      the Transition Committee of each of GE and Acquiror for resolution. The parties
      shall have thirty (30) days from the date on which such Dispute is referred
      to their respective members of senior management to resolve the matters being
      disputed. If the parties are unable to resolve the Dispute within such thirty
      (30) day period, the parties shall submit the Dispute for resolution by
      mediation pursuant to the Center of Public Resources Model Procedure for
      Mediation of Business Disputes as then in effect. Mediation will continue for
      at
      least sixty (60) days unless the mediator chooses to withdraw sooner.


     

    (c)
      All communications among the
      parties or their Representatives in connection with the attempted resolution
      of
      any Dispute shall be deemed to have been delivered in furtherance of a Dispute
      settlement and shall be exempt from discovery and production and shall not
      be
      admissible in evidence (whether as an admission or otherwise) in any proceeding
      for the resolution of the Dispute. 

     

    11.12
Governing
      Law; Submission
      to Jurisdiction; Waivers. This Agreement shall be governed by, and construed
      in accordance with, the Laws of the State of New York. GE and Acquiror agree
      that if any Dispute is not resolved by mediation undertaken pursuant to


     

    90


    
    

    

    Section 11.11,
      such
      Dispute shall be resolved only in the Courts of the State of New York sitting
      in
      the County of New York or the United States District Court for the Southern
      District of New York and the appellate courts having jurisdiction of appeals
      in
      such courts. In that context, and without limiting the generality of the
      foregoing, each of GE and Acquiror by this Agreement irrevocably and
      unconditionally: 

     

    (a)
      submits for itself and its
      property in any Action relating to the Transaction Agreements, or for
      recognition and enforcement of any judgment in respect thereof, to the exclusive
      jurisdiction of the courts of the State of New York sitting in the County of
      New
      York, the court of the United States of America for the Southern District of
      New
      York, and appellate courts having jurisdiction of appeals from any of the
      foregoing, and agrees that all claims in respect of any such Action shall be
      heard and determined in such New York State court or, to the extent permitted
      by
      Law, in such federal court; 

     

    (b)
      consents that any such Action
      may and shall be brought in such courts and waives any objection that it may
      now
      or hereafter have to the venue or jurisdiction of any such Action in any such
      court or that such Action was brought in an inconvenient court and agrees not
      to
      plead or claim the same; 

     

    (c)
      waives all right to trial by
      jury in any Action (whether based on contract, tort or otherwise) arising out
      of
      or relating to any of the Transaction Agreements, or its performance under
      or
      the enforcement of the Transaction Agreements; 

     

    (d)
      agrees that service of process
      in any such Action may be effected by mailing a copy of such process by
      registered or certified mail (or any substantially similar form of mail),
      postage prepaid, to such party at its address as provided in
Section 11.3; and 

     

    (e)
      agrees that nothing in the
      Transaction Agreements shall affect the right to effect service of process
      in
      any other manner permitted by the Laws of the State of New York.


     

    11.13
Disclosure
      Letter. Any
      disclosure with respect to a Section of this Agreement shall be deemed to be
      disclosed for other Sections of this Agreement to the extent that such
      disclosure sets forth on its face facts in sufficient detail so that the
      relevance of such disclosure would be reasonably apparent to a reader of such
      disclosure; provided that the only qualifications or exceptions to Sections
      5.11(a)(iii) and 7.1 shall be as explicitly set forth in Sections
      5.11(a)(iii) and 7.1 of the GE Disclosure Letter. No reference to or
      disclosure of any item or other matter in any Section of this Agreement shall
      be
      construed as an admission or indication that such item or other matter is
      material or that such item or other matter is required to be referred to or
      disclosed in this Agreement. 

     

    11.14
Rules
      of Construction.
      Interpretation of the Transaction Agreements (except as specifically provided
      in
      any such agreement, in which case such specified rules of construction shall
      govern with respect to such agreement) shall be governed by the following rules
      of construction: (a) words in the singular shall be held to include the
      plural and vice versa, and words of one gender shall be held to include the
      other gender as the context requires; (b) references to the terms Article,
      Section, paragraph and Exhibit are references to the Articles, Sections,
      paragraphs and Exhibits to this Agreement unless otherwise specified;
      (c) references to 

     

    91


    
    

    

    “$”
shall
      mean U.S. dollars;
      (d) the word “including” and words of similar import when used in
      the Transaction Agreements shall mean “including without limitation,”
unless otherwise specified; (e) the word “or” shall not be
      exclusive; (f) provisions shall apply, when appropriate, to successive
      events and transactions; (g) the headings contained in the Transaction
      Agreements are for reference purposes only and shall not affect in any way
      the
      meaning or interpretation of the Transaction Agreements; and (h) the
      Transaction Agreements shall be construed without regard to any presumption
      or
      rule requiring construction or interpretation against the party drafting or
      causing any instrument to be drafted. 

     

    11.15
Counterparts.
      Each of
      the Transaction Agreements may be executed in one or more counterparts, and
      by
      the different parties to each such agreement in separate counterparts, each
      of
      which when executed shall be deemed to be an original but all of which taken
      together shall constitute one and the same agreement. Delivery of an executed
      counterpart of a signature page to any Transaction Agreement by facsimile shall
      be as effective as delivery of a manually executed counterpart of any such
      Agreement. 

     

    11.16
Specific
      Performance.
      The parties hereto agree that irreparable damage would occur if the provisions
      of Section 7.4 or 7.9 were not performed in accordance with
      the terms thereof and that the parties shall be entitled to seek an injunction
      or injunctions to prevent breaches of any such covenant to enforce specifically
      the terms thereof. 

     

    11.17
Conflicts.
      In the case
      of any discrepancy between the terms of this Agreement and the terms of any
      Related Agreement, the terms of this Agreement shall control. 

     

    **
      REMAINDER OF PAGE
      INTENTIONALLY LEFT BLANK ** 

     

    92


    
    

    

    IN
      WITNESS WHEREOF, the parties
      hereto have caused this Agreement to be executed by their respective authorized
      officers, on the date first written above. 

     

    
      	
            	
            	
            
	
              SWISS
                REINSURANCE
                COMPANY

            
	
            	
            
	
              By:

            	 	
              /s/
                Peter
                Forstmoser

              

            
	
              Name:

            	 	
              Peter
                Forstmoser

            
	
              Title:

            	 	
              Chairman
                of the Board of
                Directors

            
	
            	
            
	
              By:

            	 	
              /s/
                Jacques
                Aigrain

              

            
	
              Name:

            	 	
              Jacques
                Aigrain

            
	
              Title:

            	 	
              Deputy
                Chief Executive
                Officer

            
	
            
	
              GENERAL
                ELECTRIC
                COMPANY

            
	
            	
            
	
              By:

            	 	
              /s/
                Keith S.
                Sherin

              

            
	
              Name:

            	 	
              Keith
                S.
                Sherin

            
	
              Title:

            	 	
              Chief
                Financial
                Officer

            


    

     

    93


    
    

    

    Exhibit
      G

     

    FINAL
      FORM OF AGREEMENT


     

    SHAREHOLDING
      AGREEMENT


     

    dated
      as of
·,
      2006 

     

    among


     

    GENERAL
      ELECTRIC
      CORPORATION, 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION, 

     

    GENERAL
      ELECTRIC CAPITAL
      SERVICES, INC. 

     

    and


     

    SWISS
      REINSURANCE COMPANY


    
    

    

    TABLE
      OF
      CONTENTS

     

    
      	
            	
            	
            	
            	
            
	 	  	 	  	Page

              

            
	
              Article I

            	  	DEFINITIONS	  	1
	
            	
            	
            
	
              1.1

            	  	Defined
              Terms	  	1
	
              1.2

            	  	Other
              Definitional Provisions; Interpretation	  	3
	
            	
            	
            
	
              Article II

            	  	TRANSFER
              RESTRICTIONS	  	4
	
            	
            	
            
	
              2.1

            	  	General
              Restrictions	  	4
	
              2.2

            	  	Prohibition
              on Transfers During the Transfer Restriction
              Period	  	4
	
              2.3

            	  	Prohibition
              on Transfers to Certain Persons	  	4
	
              2.4

            	  	Compliance
              with Securities Laws	  	5
	
              2.5

            	  	Transfers
              to Affiliates	  	5
	
              2.6

            	  	Company
              Cooperation	  	5
	
            	
            	
            
	
              Article III

            	  	CORPORATE
              GOVERNANCE	  	6
	
            	
            	
            
	
              3.1

            	  	Nomination
              of Director	  	6
	
              3.2

            	  	Removal
              and Replacement	  	6
	
              3.3

            	  	Status
              of GE Representative	  	6
	
            	
            	
            
	
              Article IV

            	  	REPRESENTATIONS
              AND WARRANTIES	  	7
	
            	
            	
            
	
              4.1

            	  	Representations
              of Each of the Parties	  	7
	
            	
            	
            
	
              Article V

            	  	AFTER
              ACQUIRED SECURITIES; STANDSTILL	  	8
	
            	
            	
            
	
              5.1

            	  	After-Acquired
              Securities	  	8
	
              5.2

            	  	Standstill	  	8
	
              5.3

            	  	Advisory
              or Fiduciary Capacities	  	9
	
            	
            	
            
	
              Article VI

            	  	MISCELLANEOUS	  	9
	
            	
            	
            
	
              6.1

            	  	Amendments	  	9
	
              6.2

            	  	Successors,
              Assigns and Transferees; No Third Party
              Beneficiaries	  	9
	
              6.3

            	  	Notices	  	9
	
              6.4

            	  	Entire
              Agreement	  	9
	
              6.5

            	  	Delays
              or Omissions	  	9
	
              6.6

            	  	Validity	  	10
	
              6.7

            	  	Counterparts	  	10
	
              6.8

            	  	Governing
              Law; Submission to Jurisdiction; Waivers	  	10
	
              6.9

            	  	Termination	  	10


    

     

    i


    
    

    

    SHAREHOLDING
      AGREEMENT


     

    This
SHAREHOLDING
      AGREEMENT (this “Agreement”) is dated as of ·,
      2006, and is by and among Swiss
      Reinsurance Company, a corporation organized under the laws of Switzerland
      (the
“Company”), General Electric Company, a New York corporation
      (“GE”), General Electric Capital Corporation, a Delaware corporation
      (“GECC”), and General Electric Capital Services, Inc., a Delaware
      corporation (“GECS”). 

     

    BACKGROUND
      

     

    1.
      Pursuant to a Transaction
      Agreement, dated as of November ·,
      2005, by and between the Company and GE, as amended from time to time (the
      “Transaction Agreement”), the Company acquired the Business (as defined
      in the Transaction Agreement) from GE and its Affiliates (as defined below)
      in
      exchange for cash and securities of the Company, as more fully described in
      the
      Transaction Agreement. 

     

    2.
      Through this Agreement and for
      their mutual benefit, GE, GECC, GECS, the Company and any other Person that
      subsequently becomes a party to this Agreement are setting forth their
      respective rights and obligations applicable to their ownership of securities
      of
      the Company. 

     

    ARTICLE
      I


     

    DEFINITIONS
      

     

    1.1
Defined
      Terms. As used in this Agreement, the following terms have the
      meanings indicated: 

     

    “Affiliate”
means,
      with
      respect to any specified Person, any other Person that, at the time of
      determination, directly or indirectly through one or more intermediaries,
      Controls, is Controlled by or is under common Control with such specified
      Person. 

     

    “Affiliate
      Transferee” means
      GE and any Affiliate of GE that (i) holds Equity Securities pursuant to a
      Transfer from GECC, GECS or another Affiliate Transferee and (ii) is required
      to
      become a party to this Agreement pursuant to Section 2.5 hereof.


     

    “Business
      Day” means any day
      that is not a Saturday, a Sunday or other day on which commercial banks in
      Zurich, Switzerland or the City of New York are required or authorized by Law
      to
      be closed. 

     

    “Common
      Stock” means the
      registered shares, CHF 0.10 par value, of the Company and any securities issued
      in respect thereof, or in substitution therefor, in connection with any stock
      split, dividend, spin-off or combination, or any reclassification,
      recapitalization, merger, consolidation, exchange or other similar
      reorganization or business combination. For the avoidance of doubt, the term
      “Common Stock” includes all registered shares, CHF 0.10 par value, of the
      Company underlying the Company’s American Depositary Receipts, but does not
      include such American Depositary Receipts. 

     

    1


    
    

    

    “Common
      Stock Equivalents”
means any stock, warrants, rights, calls, options, debt or other securities
      exchangeable or exercisable for or convertible into Common Stock, including
      the
      Acquiror Convertible Instruments (as defined in the Transaction Agreement).
      Any
      reference herein to the number of Common Stock Equivalents shall be deemed
      to
      refer to the maximum number of shares of Common Stock into which such Common
      Stock Equivalents are exchangeable or exercisable for or convertible into at
      the
      time of any such determination. 

     

    “Company
      Board” means the
      Board of Directors of the Company. 

     

    “Control”
(including
      its
      correlative meanings, “Controlled by” and “under common Control
      with”) means possession, directly or indirectly, of the power to direct or
      cause the direction of management or policies (whether through ownership of
      securities or partnership or other ownership interests, by contract or
      otherwise) of a Person. 

     

    “Encumbrance”
means
      any lien,
      mortgage, lease, easement, servitude, levy, right of way, deed of trust, charge,
      pledge, hypothecation, security interest, covenant, condition, restriction,
      claim or other encumbrance of any kind, or any conditional sale contract, title
      retention contract or other contract or agreement creating any of the foregoing.
      

     

    “Equity
      Derivative
      Transaction” means any derivative transaction(s) or structured product(s)
      (and/or any security or collateral arrangement entered into in connection
      therewith) the payments under which are (and/or the value of which is) based
      on
      any Equity Securities, including any securities lending transaction, short
      sale,
      equity swap, equity swaption, put option, call option, cap transaction, floor
      transaction, collar transaction, forward transaction, repurchase transaction,
      reverse repurchase transaction, buy/sell-back transaction, contract for
      differences or other sale transaction, transactions or products similar to
      the
      foregoing or combination or securitized version of any of the foregoing that
      is
      (in the case of each of the named types of transactions or products) so based.
      

     

    “Equity
      Securities” means
      shares of Common Stock or Common Stock Equivalents, whether outstanding on
      the
      date hereof or issued hereafter. 

     

    “Governmental
      Authority”
means any national, supra-national, federal, state, provincial, or local
      government, political subdivision, governmental, regulatory, department, bureau,
      board or other administrative authority, instrumentality, agency, body or
      commission, self-regulatory organization or any court, tribunal, or judicial
      or
      arbitral body. 

     

    “Law”
means
      any law,
      ordinance, regulation, rule, statute, treaty, Order or requirement of any
      Governmental Authority. 

     

    “Order”
means
      any order,
      injunction, judgment, decree, ruling, writ, assessment or arbitration award
      of a
      Governmental Authority. 

     

    “Person”
means
      any natural
      person, general or limited partnership, corporation, limited liability company,
      limited liability partnership, firm, joint venture, joint stock company, trust,
      unincorporated organization, association or organization or other legal entity.
      

     

    “Permit”
means
      any approval,
      authorization, consent, license, permit, registration, franchise or certificate
      of a Governmental Authority. 

     

    2


    
    

    

    “Shareholders”
means
      GECC,
      GECS and all Affiliate Transferees, and “Shareholder” means any one of
      them. 

     

    “Subsidiary”
of
      any Person
      means any corporation, general or limited partnership, joint venture, limited
      liability company, limited liability partnership or other Person that is a
      legal
      entity, trust or estate of which (or in which) (a) the issued and outstanding
      capital stock having ordinary voting power to elect a majority of the board
      of
      directors (or a majority of another body performing similar functions) of such
      corporation or other Person (irrespective of whether at the time capital stock
      of any other class or classes of such corporation or other Person shall or
      might
      have voting power upon the occurrence of any contingency), (b) more than 50%
      of
      the interest in the capital or profits of such partnership, joint venture or
      limited liability company or (c) more than 50% of the beneficial interest in
      such trust or estate, is at the time of determination directly or indirectly
      owned or Controlled by such Person. 

     

    “Transfer”
(including
      its
      correlative meaning, “Transferred”) means any direct or indirect
      transfer, sale, assignment, distribution, contribution, exchange, gift,
      Encumbrance or other disposition (other than a hypothecation) of any Equity
      Securities or any interest therein. 

     

    1.2
Other
      Definitional
      Provisions; Interpretation.

     

    (a)
      The words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer
      to this Agreement as a whole and not to any particular provision of this
      Agreement, and Section references are to this Agreement unless otherwise
      specified. Any pronoun used herein shall be deemed to cover all genders.


     

    (b)
      The headings in this Agreement
      are included for convenience of reference only and shall not limit or otherwise
      affect the meaning or interpretation of this Agreement. 

     

    (c)
      The meanings given to terms
      defined herein shall be equally applicable to both the singular and plural
      forms
      of such terms. 

     

    (d)
      Unless the context otherwise
      requires, the words “include,” “includes” and “including” and words of similar
      import when used in this Agreement shall be deemed to be followed by the phrase
      “without limitation.” 

     

    (e)
      The parties hereto have
      participated jointly in the negotiation and drafting of this Agreement. In
      the
      event an ambiguity or question of intent or interpretation arises regarding
      this
      Agreement, this Agreement will be construed as if drafted jointly by the parties
      and no presumption or burden of proof will arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this Agreement.
      

     

    3


    
    

    

    ARTICLE
      II


     

    TRANSFER
      RESTRICTIONS


     

    2.1
General
      Restrictions. No Shareholder may Transfer any Equity Securities
      held by it at any time unless this Agreement permits such Transfer. Any
      purported Transfer not permitted by this Agreement will be null and void, and
      the Company shall not record on its stock transfer books or otherwise any such
      purported Transfer. 

     

    2.2
Prohibition
      on
      Transfers During the Transfer Restriction Period.

     

    (a)
      From the date of this Agreement
      through and including [·],
      20071
      (the “Transfer Restriction Period”), no Shareholder
      may Transfer (or agree to Transfer) any Equity Securities without the written
      consent of the Company except for Transfers (or agreements to Transfer):


     

    
      	 	(i)	made
              in accordance with Section 2.5;



    

     

    
      	 	(ii)	pursuant
              to any business combination, tender or exchange offer to
              acquire any Common Stock or any other extraordinary transaction, in
              each
              case that is approved by the Company Board;



    

     

    
      	 	(iii)	to
              the Company or a direct or indirect Subsidiary of the Company;
              or 


    

     

    
      	 	(iv)	of
              the Acquiror Convertible Instrument issued to GE pursuant to the
              Transaction Agreement (so long as such Transfer occurs on of before
              [·],
              2006)2.



    

     

    (b)
      Except as set forth in Section
      2.3 below, after the expiration of the Transfer Restriction Period, each
      Shareholder shall be entitled to Transfer any or all of the Equity Securities
      owned by it at any time without limitation. 

     

    (c)
      Notwithstanding anything here to
      the contrary, until the expiration of the Transfer Restriction Period, no
      Shareholder shall, and each Shareholder will cause its Affiliates not to, engage
      in any Equity Derivative Transaction, other than an Equity Derivative
      Transaction based solely upon the Swiss Market Index or another group, basket
      or
      index of securities (whether or not such group, basket or index includes any
      Equity Securities). 

     

    2.3
Prohibition
      on
      Transfers to Certain Persons. Notwithstanding any other provision
      of this Agreement, no Shareholder may Transfer, in any private placement
      transactions, an aggregate of 2.5% or more of the then outstanding Common Stock
      to any one of the Persons listed on Annex A hereto without the prior
      written consent of the Company. 

    

    
      	1	360
              days from the date hereof.



    

    
      	2	30
              days following the date hereof.
              


    

     

    4


    
    

    

    2.4
Compliance
      with
      Securities Laws. Each Shareholder hereby agrees that it shall not
      Transfer any Equity Securities unless such Transfer complies with the provisions
      hereof and with all applicable Laws.

     

    2.5
Transfers
      to
      Affiliates. 

     

    (a)
      Notwithstanding anything in this
      Agreement to the contrary, each Shareholder is entitled, from time to time,
      without the consent of the Company, to Transfer any or all of the Equity
      Securities owned by it to any of its Affiliates; provided that any such
      Transfer made during the Transfer Restriction Period to an Affiliate (other
      than
      an Affiliate that is also a Subsidiary) does not involve any economic
      realization in respect of the Transferred Equity Securities. As a condition
      to
      such a Transfer made during or after the Transfer Restriction Period (including
      to Affiliates that are also Subsidiaries), any such transferee must execute
      and
      deliver to the Company an instrument in form and substance reasonably
      satisfactory to the Company agreeing to become a party to, and be bound by
      the
      provisions of, this Agreement as an Affiliate Transferee. 

     

    (b)
      During the Transfer Restriction
      Period, if, while any Affiliate Transferee of a Shareholder under Section 2.5(a)
      holds any Equity Securities, and a transaction is contemplated in which such
      transferee will cease to qualify as an Affiliate of the Shareholder (an
“Unwinding Event”), then: 

     

    (i)
      such Shareholder and its
      Affiliate Transferee will promptly notify the Company of the pending occurrence
      of such Unwinding Event; and 

     

    (ii)
      prior to such Unwinding Event,
      such Shareholder and its Affiliated transferee will take all actions necessary
      to effect a Transfer of all the Equity Securities held by such Affiliated
      transferee either back to the Shareholder or, to the extent permitted by this
      Section 2.5, to another Person that qualifies as an Affiliate of the
      Shareholder. 

     

    2.6
Company
      Cooperation. The Company acknowledges that the Shareholders may
      sell the Equity Securities on the SWX Swiss Exchange without any additional
      action on the part of the Company. The parties acknowledge that it would be
      in
      the interests of both parties for resales to be effected by the Shareholders
      in
      an orderly manner and agree to consider how best to effect such resales to
      minimize disruptions to the market and maximize the Shareholders’ liquidity. The
      Company agrees to consider the ways in which it can facilitate such resales
      including providing offering materials, particularly if it has prepared such
      for
      other purposes or can reasonably do so without significant additional work,
      and
      making members of senior management available. The Company acknowledges that
      it
      expects to continue to maintain a European Medium-Term Note program with a
      Rule
      144A component, renewable annually, the disclosure for which is prepared to
      standards customary in the Rule 144A market. 

     

    5


    
    

    

    ARTICLE
      III


     

    CORPORATE
      GOVERNANCE


     

    3.1
Nomination
      of
      Director. At the extraordinary general meeting of the Company held
      on [·],
      the Company elected a designee of
      the Shareholders as a member of the Company Board for a four (4) year term.
      If,
      upon expiration of the initial term or any subsequent term, the Shareholders
      and
      their Affiliates, in the aggregate, hold shares of Common Stock representing
      more than 7.5% of the then outstanding Equity Securities and no other individual
      shareholder (together with its Affiliates) of the Company holds a larger
      percentage of the then outstanding Equity Securities at such time, the Company
      agrees to propose to the ordinary general meeting of shareholders, at which
      the
      initial term or subsequent term of the Shareholders’ director-designee is
      expiring, the election of a Person chosen by the Shareholders as a member of
      the
      Company Board, who in the reasonable assessment of the Company Board, is
      qualified to serve as a director for a further term as specified in the
      Company’s articles of association as then in effect. 

     

    3.2
Removal
      and
      Replacement. The Shareholders and (for the avoidance of doubt) the
      general meeting of shareholders shall be entitled at any time (with or without
      cause) to cause the Shareholders’ director-designee nominated pursuant to
      Section 3.1 to be removed from the Company Board, and in such event the Company
      will take such action as is reasonably required to effectuate the necessary
      changes with the competent commercial register. In the event that a vacancy
      is
      created at any time by the death, disability, retirement, resignation or removal
      (with or without cause) of the director specified in Section 3.1, the Company
      shall, during such 4-year term, subject to the requirements of applicable Law
      and the terms of the Company’s articles of association, and as long as, at such
      time, the Shareholders and their Affiliates, in the aggregate, hold shares
      of
      Common Stock representing more than 7.5% of the then outstanding Equity
      Securities and no other individual shareholder (together with its Affiliates)
      of
      the Company holds a larger percentage of Equity Securities at such time, propose
      to the next ordinary general meeting of shareholders of the Company and propose
      and recommend at such extraordinary general meeting of shareholders the election
      of a successor proposed by the Shareholders who, in the reasonable assessment
      of
      the Company Board, is qualified to serve as director for the remaining term
      of
      the replaced director. 

     

    3.3
Status
      of GE
      Designee. The Shareholders and the Company agree that acceptance
      and credibility of the representation right granted to the Shareholders under
      this Article III among the shareholders of the Company is essential.
      Accordingly, the Shareholders acknowledge (i) that their designee on the Company
      Board will be subject to certain confidentiality obligations, applicable Law
      and
      stock exchange regulation, including laws and stock exchange regulations
      regarding insider trading, ad hoc publicity and business secrets and (ii) that
      the securities Laws of Switzerland prohibit any Person who has received from
      a
      public company material, non-public information from Transferring securities
      of
      such company on the basis of such information (until such time as the
      information becomes generally available to the public). 

     

    6


    
    

    

    ARTICLE
      IV


     

    REPRESENTATIONS
      AND
      WARRANTIES 

     

    4.1
Representations
      of
      Each of the Parties. Except as otherwise specified below, as of the
      date hereof, each of the parties hereto represents and warrants solely with
      respect to itself to the other party hereto as follows: 

     

    (a)
Due
      Organization and
      Good Standing. Each party that is an entity is duly organized,
      validly existing and in good standing under the Laws of the jurisdiction of
      its
      organization. 

     

    (b)
Authority
      Relative to
      This Agreement. Each party has all necessary power and authority to
      execute and deliver this Agreement and to perform its obligations hereunder.
      Each Person executing and delivering this Agreement is duly authorized to
      execute and deliver this Agreement on behalf of such party. The execution and
      delivery of this Agreement by it has been duly and validly authorized by all
      requisite action and no other proceedings on its part are necessary to authorize
      this Agreement. This Agreement has been duly and validly executed and delivered
      by it and, assuming the due authorization, execution and delivery by the other
      parties hereto, constitutes a legal, valid and binding obligation of it, subject
      to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar Laws of general applicability relating to or affecting
      creditors’ rights and to general equity principles. 

     

    (c)
No
      Conflict. The execution, delivery, and performance by it of this
      Agreement do not and shall not (i) violate or conflict with the organizational
      documents of such party, (ii) violate or conflict with any applicable Law or
      (iii) conflict with or constitute a default, breach, or violation of the terms,
      conditions, or provisions of any contract, agreement or instrument to which
      such
      party is subject which would prevent such party from performing any of its
      obligations hereunder or thereunder. 

     

    (d)
Required
      Filings and
      Consents. The execution and delivery by it of this Agreement do
      not, and the performance of this Agreement will not, require any Permit, except
      for (i) any such Permits as have been already obtained or made or are otherwise
      expressly contemplated hereby or (ii) where failure to obtain any such Permits
      would not prevent or materially delay it from performing any of its obligations
      under this Agreement. 

     

    (e)
Ownership
      of
      Stock. GECC and GECS represent and warrant that, as of the date
      hereof, they are the sole record owner and a beneficial owner of the Equity
      Securities listed beside their respective names on Annex B hereto and as of
      the
      date hereof, such Equity Securities are the only securities of the Company
      and
      any of its Subsidiaries held of record or beneficially owned by them.


     

    7


    
    

    

    ARTICLE
      V


     

    AFTER-ACQUIRED
      SECURITIES;
      STANDSTILL 

     

    5.1
After-Acquired
      Securities. All of the provisions of this Agreement shall apply to
      all of the Equity Securities now owned or that may be issued or Transferred
      hereafter to any Shareholder in consequence of any additional issuance,
      purchase, exchange or reclassification of any of the Equity Securities,
      corporate reorganization, or any other form of recapitalization, consolidation,
      merger, share split or share dividend, or that are acquired by a Shareholder
      in
      any other manner. 

     

    5.2
      Standstill. 

     

    (a)
      Until the first date on which a
      Shareholder and its Affiliates cease to hold, in the aggregate, Equity
      Securities representing 5% or more of the then outstanding shares of Common
      Stock of the Company, such Shareholder may not, and the Shareholder will cause
      its Affiliates not to: 

     

    (i)
      acquire or offer, propose or
      agree to acquire, directly or indirectly (including pursuant to a merger or
      other business combination involving the Company), (x) ownership (including
      beneficial ownership) of Equity Securities, except pursuant to share splits,
      reverse share splits, share dividends or distributions or any similar
      recapitalization on or after the date hereof or (y) a material portion of the
      assets of the Company or any of its Subsidiaries; 

     

    (ii)
      make or participate in any
      solicitation of proxies to vote, or seek to advise or influence any Person
      with
      respect to the voting of any Equity Securities; provided, that this
      subsection shall not be deemed to restrict any designee of the Shareholders
      from
      participating as members of the Company Board in their capacity as such;


     

    (iii)
      form, join or participate in a
“group” (within the meaning of the Swiss federal Stock Exchange and Securities
      Act and its implementing ordinances) with respect to any voting securities
      of
      the Company; 

     

    (iv)
      other than through its designee
      to the Company Board, if any, made pursuant to Article III hereof, act or seek
      to control or influence the management or the policies of the Company; or


     

    (v)
      disclose any intention, plan or
      arrangement inconsistent with the foregoing or take any action which might
      require the Company to make a public announcement regarding the possibility
      of a
      business combination or merger. 

     

    (b)
      Section 5.2 shall terminate
      automatically in the event that any Person other than a Shareholder or any
      of
      its Affiliates notifies the Company or the Company Board, or publicly announces,
      that it has acquired or offers to acquire and has the ability to acquire
      (including any offer to acquire by means of a tender offer), direct or indirect,
      ownership (including beneficial ownership) of Equity Securities representing,
      together with any Equity Securities already owned or beneficially owned by
      such
      Person, at least a majority of the then outstanding Equity Securities.


     

    8


    
    

    

    5.3
Advisory
      or Fiduciary
      Capacities. Notwithstanding anything herein to the contrary, the
      provisions of this Agreement shall not apply to any of the Equity Securities
      now
      owned or that may be issued or Transferred hereafter to any business entity
      of
      GE or any of its Affiliates holding such Equity Securities in its capacity
      as an
      advisor or fiduciary for third parties, including General Electric Pension
      Trust
      or GE Asset Management Incorporated. 

     

    ARTICLE
      VI


     

    MISCELLANEOUS
      

     

    6.1
      Amendments. No provision of this Agreement may be amended or
      modified, except by a written instrument signed by all the parties to this
      Agreement; provided that the written consent of the Shareholders shall
      not be required for any amendment to Annex B hereto made to reflect the addition
      of a party to this Agreement or to change the contact information for any party
      hereto (provided that a copy of such amended Annex B shall be sent to all
      Shareholders). 

     

    6.2
Successors,
      Assigns
      and Transferees; No Third Party Beneficiaries. The provisions of
      this Agreement shall be binding upon and shall inure to the benefit of the
      Company, GE and the Shareholders and any of their respective permitted
      successors. Except to the extent expressly set forth herein, no party hereto
      may
      assign its rights or obligations hereunder. This Agreement is not intended
      to
      confer upon any Person other than the parties hereto any rights or remedies
      hereunder. 

     

    6.3
Notices.
      All notices, requests, claims, demands and other communications under this
      Agreement shall be in writing and shall be given or made (and shall be deemed
      to
      have been duly given or made upon receipt) by delivery in person, by overnight
      courier service, by facsimile with receipt confirmed (followed by delivery
      of an
      original via overnight courier service) or by registered or certified mail
      (postage prepaid, return receipt requested) to the respective parties at the
      address specified in Annex B (or at such other address for a party as shall
      be
      specified in a notice given in accordance with this Section 6.3). 

     

    6.4
Entire
      Agreement. Except as otherwise expressly provided in this
      Agreement, this Agreement constitutes the entire agreement of the parties hereto
      with respect to the subject matter of this Agreement. There are no agreements,
      representations, warranties, covenants or undertakings with respect to the
      subject matter hereof and thereof other than those expressly set forth herein
      and therein. This Agreement supersedes all prior agreements and undertakings,
      both written and oral, between the parties with respect to the subject matter
      of
      this Agreement. 

     

    6.5
Delays
      or
      Omissions. It is agreed that no delay or omission to exercise any
      right, power or remedy accruing to any party, upon any breach, default or
      noncompliance by another party shall impair any such right, power or remedy,
      nor
      shall it be construed to be a waiver of any such breach, default or
      noncompliance, or any acquiescence therein, or of or in any similar breach,
      default or noncompliance thereafter occurring. It is further agreed that any
      waiver, 

     

    9


    
    

    

    permit,
      consent or approval of any
      kind or character on the part of any party hereto of any breach, default or
      noncompliance under this Agreement or any waiver on such party’s part of any
      provisions or conditions of this Agreement must be in writing and shall be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement, by Law, or otherwise afforded to any
      party, shall be cumulative and not alternative. 

     

    6.6
      Validity. The invalidity or unenforceability of any provision of
      this Agreement shall not affect the validity or enforceability of any other
      provision of this Agreement, each of which shall remain in full force and
      effect, and the parties hereto shall use commercially reasonable efforts to
      arrive at an accommodation which effectuates to the greatest extent legally
      permissible the intent of the parties with respect to the benefits and
      obligations of the invalid or unenforceable provision.

     

    6.7
      Counterparts. This Agreement may be executed in one or more
      counterparts, and by the different parties to the agreement in separate
      counterparts, each of which, when executed, shall be deemed to be an original
      but all of which taken together shall constitute one and the same agreement.
      Delivery of any executed counterpart of a signature page to this Agreement
      by
      facsimile shall be as effective as delivery of a manually executed counterpart
      of this Agreement. 

     

    6.8
Governing
      Law;
      Submission to Jurisdiction; Waivers. This Agreement shall be
      governed by, and construed in accordance with, the internal Laws of Switzerland.
      Each of the parties agrees that any dispute, controversy, or claim arising
      out
      of or relating to the transactions contemplated by this Agreement, or the
      validity, interpretation, breach or termination of this Agreement, shall fall
      within the exclusive jurisdiction of the Commercial Court of the Canton of
      Zurich, Switzerland, the place of jurisdiction being Zurich 3, with the right
      to
      appeal to the Swiss Federal Supreme Court, whose decision shall be final. Each
      party hereby submits for any such action or proceeding to the jurisdiction
      of
      the aforesaid courts to the exclusion of any other court. 

     

    6.9
      Termination. This Agreement shall terminate with respect to GE
      and its Affiliates at such time as GE and its Affiliates own, in the aggregate
      less than 1% of the then issued and outstanding Equity Securities; and, with
      respect to any Shareholder, when that Shareholder ceases to own any Equity
      Securities. 

     

    [Remainder
      of page intentionally
      left blank.]

     

    10


    
    

    

    IN
      WITNESS WHEREOF, this Agreement
      has been duly executed and delivered by the individuals whose names appear
      below
      and by the duly authorized representatives of each party hereto as of the first
      date written. 

     

    
      	
            	
            	
            
	
              GENERAL
                ELECTRIC
                COMPANY

            
	
            	
            
	
              By:

            	 	
               

              

            
	
              Name:

            	 	 
	
              Title:

            	 	 
	
            
	
              GENERAL
                ELECTRIC CAPITAL
                CORPORATION

            
	
            	
            
	
              By:

            	 	
               

              

            
	
              Name:

            	 	 
	
              Title:

            	 	 
	
            
	
              GENERAL
                ELECTRIC CAPITAL
                SERVICES, INC.

            
	
            	
            
	
              By:

            	 	
               

              

            
	
              Name:

            	 	 
	
              Title:

            	 	 
	
            
	
              SWISS
                REINSURANCE
                COMPANY

            
	
            	
            
	
              By:

            	 	
               

              

            
	
              Name:

            	 	 
	
              Title: