exv4w1







Exhibit 4.1




 





Coordination Agreement




among



MetLife, Inc.,



Alico Holdings LLC



and



American International Group, Inc.



Dated as of March 1, 2011



 






 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 Definitions
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.1 Certain Terms
	 	 	1	 
	SECTION 1.2 Terms Generally
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 2 Repurchase and Sale of the Shares; Closing
	 	 	6	 
	 
	 	 	 	 
	SECTION 2.1 Repurchase and Sale of the Shares
	 	 	6	 
	SECTION 2.2 Closing
	 	 	7	 
	SECTION 2.3 Purchase Price
	 	 	7	 
	SECTION 2.4 Closing Deliverables
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 3 Representations and Warranties of the Seller
	 	 	9	 
	 
	 	 	 	 
	SECTION 3.1 Organization and Standing
	 	 	9	 
	SECTION 3.2 Corporate Power; Authorization
	 	 	9	 
	SECTION 3.3 Consents; No Conflicts
	 	 	9	 
	SECTION 3.4 Title to the Shares
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 4 Representations and Warranties of the Parent
	 	 	10	 
	 
	 	 	 	 
	SECTION 4.1 Organization and Standing
	 	 	10	 
	SECTION 4.2 Corporate Power; Authorization
	 	 	10	 
	SECTION 4.3 Consents; No Conflicts
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 5 Representations and Warranties of the Company
	 	 	11	 
	 
	 	 	 	 
	SECTION 5.1 Organization and Standing
	 	 	11	 
	SECTION 5.2 Corporate Power; Authorization
	 	 	11	 
	SECTION 5.3 Consents; No Conflicts
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 6 Covenants
	 	 	12	 
	 
	 	 	 	 
	SECTION 6.1 Reasonable Best Efforts; Other Action
	 	 	12	 
	SECTION 6.2 Approvals
	 	 	12	 
	SECTION 6.3 Public Announcement
	 	 	13	 
	SECTION 6.4 [Reserved]
	 	 	13	 
	SECTION 6.5 Compensatory Amount
	 	 	13	 
	SECTION 6.6 Indemnification Collateral
	 	 	13	 
	SECTION 6.7 Investments
	 	 	21	 
	SECTION 6.8 Valuation Agent
	 	 	21	 
	SECTION 6.9 Taxes
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 7 Investor Rights Agreement
	 	 	22	 
	 
	 	 	 	 
	SECTION 7.1 Limited Waiver and Amendment
	 	 	22	 
	SECTION 7.2 Unsold Securities
	 	 	23	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 8 Conditions to Closing
	 	 	23	 
	 
	 	 	 	 
	SECTION 8.1 Conditions to the Obligations of Each Party
	 	 	23	 
	SECTION 8.2 Conditions to the Obligations of the Company
	 	 	23	 
	SECTION 8.3 Conditions to the Obligations of the Parent and the Seller
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 9 Termination
	 	 	24	 
	 
	 	 	 	 
	SECTION 9.1 Termination
	 	 	24	 
	SECTION 9.2 Notice of Termination
	 	 	25	 
	SECTION 9.3 Effect of Termination
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 10 Miscellaneous
	 	 	26	 
	 
	 	 	 	 
	SECTION 10.1 Notices
	 	 	26	 
	SECTION 10.2 Severability
	 	 	27	 
	SECTION 10.3 Amendment and Modification; Waiver
	 	 	27	 
	SECTION 10.4 Entire Agreement
	 	 	27	 
	SECTION 10.5 Assignment
	 	 	27	 
	SECTION 10.6 No Third Party Beneficiaries
	 	 	27	 
	SECTION 10.7 Governing Law; Waiver of Jury Trial
	 	 	28	 
	SECTION 10.8 Headings
	 	 	29	 
	SECTION 10.9 Counterparts
	 	 	29	 
	SECTION 10.10 Expenses
	 	 	29	 
	SECTION 10.11 Specific Performance
	 	 	29	 
	 
	 	 	 	 
	EXHIBIT A Preliminary Prospectus Supplement — Common Stock Offering
	 	 	A-1	 
	 
	 	 	 	 
	EXHIBIT B Preliminary Prospectus Supplement — AIG Equity Unit Public Offering  
	 	 	B-1	 
	 
	 	 	 	 
	EXHIBIT C Amended and Restated Indemnification Collateral Account Security and Control Agreement
	 	 	C-1	 
	 
	 	 	 	 
	EXHIBIT D Section 11.05 of the Seller Disclosure Letter
	 	 	D-1	 
	 
	 	 	 	 
	EXHIBIT E Release of Lien Letter
	 	 	E-1	 
	 
	 	 	 	 
	SCHEDULE I Governmental Approvals
	 	 	I-1	 
	 
	 	 	 	 
	SCHEDULE II No Conflicts
	 	II-1	 






 









 





     This Coordination Agreement (this “Agreement”) is made as of March 1, 2011, by and
among MetLife, Inc., a Delaware corporation (the “Company”), ALICO Holdings LLC, a Delaware limited
liability company (the “Seller”), and American International Group, Inc., a Delaware corporation
(the “Parent”).



W i t n e s s e t h:




     Whereas, the Seller owns 6,857,000 shares of Series B Contingent Convertible Junior
Participating Non-Cumulative Perpetual Preferred Stock of the Company (the “Shares”);



     Whereas, the Seller desires to sell to the Company, and the Company desires to
repurchase from the Seller, the Designated Shares to be determined in accordance with the terms of
this Agreement, such sale and repurchase to be upon the terms and subject to the conditions set
forth in this Agreement (together with the other transactions contemplated by this Agreement,
including the execution and delivery of the Amended Indemnification Control Agreement and the
Indemnification Collateral Substitution Instruction, Waiver and Acknowledgment, the “Transaction”);
and



     Whereas, the Parties wish to enter into certain agreements and understandings
relating to the Stock Purchase Agreement, the Ancillary Agreements, the Common Stock Offering and
the AIG Equity Unit Public Offering.



     Now, Therefore, in consideration of the foregoing recitals and the mutual promises,
representations, warranties and covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:



ARTICLE 1

Definitions




     SECTION 1.1 Certain Terms. Whenever used in this Agreement, the following terms shall have
the respective meanings given to them below:



      “338 Estimated Payment Amount” means the amount required to be paid by the Seller to
the Company under paragraph A of that certain Letter Agreement Regarding the Revised Undisputed
Amount to be executed by the Parties concurrently with the execution of this Agreement, which, for
the avoidance of doubt, includes interest (at an interest rate per annum equal to the average of
the three month LIBOR for United States dollars that appears on page LIBOR 01 (or a successor page)
of the Reuters Telerate Screen as of 11:00 a.m. (London time) on each day during the period for
which interest is to be paid, on the basis of a year of 365 days, in each case, for the actual
number of days (including the first day but excluding the last day) occurring in the period for
which such interest is payable) from February 15, 2011 to the 338 Estimated Payment Date.



     “338 Estimated Payment Date” means the date that the Seller pays, or causes to be paid, to the
Company, in accordance with Section 6.6(g), an amount equal to the 338 Estimated Payment Amount.



     “Action” means any claim, action, suit, litigation, arbitration or proceeding by or before any
Governmental Authority.



 









 





     “Affiliate” means any Person that, directly or indirectly, controls, is controlled by or is
under common control with another Person. As used in this definition, “control” (including its
correlative meanings, “controlled by” and “under common control with”) shall mean, the possession,
directly or indirectly, of 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); provided, however, that, for the purposes of this Agreement, neither the Company, on
the one hand, nor the Parent and the Seller, on the other hand, shall be deemed to be an Affiliate
of one another; provided, further, that, for the avoidance of doubt, the United States Department
of the Treasury shall be deemed not to be an Affiliate of the Seller or the Parent.



     “Aggregate Net Proceeds” has the meaning set forth in Section 6.6(g).



     “Agreement” has the meaning set forth in the Preamble.



     “AIG Common Stock Public Offering” means the secondary resale of Common Stock by the Seller to
be commenced on the date hereof and as contemplated by the related preliminary prospectus
supplement dated as of the date hereof and attached hereto as Exhibit A.



     “AIG
Equity Unit Public Offering” means the secondary resale of Common Equity Unit by the
Seller to be commenced on the date hereof and as contemplated by the related preliminary prospectus
supplement dated as of the date hereof and attached hereto as Exhibit B.



     “AIG Public Offerings” means, collectively, the AIG Common Stock Public Offering and the AIG
Equity Unit Public Offering.



     “Amended Indemnification Control Agreement” has the meaning set forth in Section 6.6(a).



     “Ancillary Agreements” means the agreements entered into in connection with the transactions
contemplated by the Stock Purchase Agreement to the extent affected by this Agreement, including
the Investor Rights Agreement and the Indemnification Control Agreement.



     “Business Day” means any day other than a Saturday, Sunday or a day on which banks are
required or authorized to close in New York City.



     “Closing” has the meaning set forth in Section 2.2.



     “Closing Date” has the meaning set forth in Section 2.2.



     “Collateral Account Shortfall” has the meaning set forth in Section 6.6(b).



     “Common Equity Units” has the meaning set forth in the Stock Purchase Contract Agreement.



2









 





     “Common Stock” means the Company’s common stock, par value $0.01 per share.



     “Common Stock Offering” means, collectively, the MetLife Public Offering and the AIG Common
Stock Public Offering.



     “Company” has the meaning set forth in the Preamble.



     “Designated Shares” means the number of Shares equal to the lesser of (a) 6,857,000 and (b)
the number of shares of Common Stock actually sold and delivered by the Company in the MetLife
Public Offering divided by ten (rounded upward to the nearest whole number).



     “Eligible Collateral” has the meaning set forth in the Stock Purchase Agreement.



     “Equity Units Net Proceeds” has the meaning set forth in Section 6.6(b).



     “Exchange Act” means the Securities Exchange Act of 1934.



     “Governmental Approval” has the meaning set forth in Section 3.3(a).



     “Governmental Authority” means any federal, state, provincial or local domestic or foreign
governmental, legislative, judicial, administrative, arbitral or regulatory or self-regulatory
authority, agency, commission, body, court or entity.



     “Indemnification Collateral” has the meaning set forth in the Indemnification Control
Agreement.



     “Indemnification Collateral Account” has the meaning set forth in the Indemnification Control
Agreement.



     “Indemnification Collateral Substitution Instruction, Waiver and Acknowledgment” means the
Indemnification Collateral Substitution Instruction, Waiver and Acknowledgment to be entered into
by the Parties and Deutsche Bank Trust Company Americas, as securities intermediary, pledge
collateral agent and stock purchase contract agent, promptly following the pricing of the AIG
Equity Unit Public Offering and delivered to the Collateral Agent in accordance with Section
6.6(a), which will waive certain provisions of the Amended Indemnification Control Agreement in
order to permit the release of Common Equity Units and the substitution of cash therefor and
specify the amounts thereof, all as set forth in Section 6.6(b) and Section 6.6(g).



     “Indemnification Control Agreement” means the Indemnification Collateral Account Security and
Control Agreement, dated as of November 1, 2010, by and among the Parties and Deutsche Bank Trust
Company Americas, as securities intermediary, pledge collateral agent and stock purchase contract
agent.



     “Investor Rights Agreement” means the Investor Rights Agreement, dated as of November 1, 2010,
by and among the Parties.



     “Law” means any federal, state, provincial or local, domestic or foreign law, statute,
legislation, code, treaty, ordinance, or common law or any rule, regulation, Order,



3









 





agency requirement or other requirement or rule of law of any Governmental Authority,
including any Governmental Authority having jurisdiction over the assessment, determination,
collection or imposition of any Tax.




     “Lien” means any pledge, option, mortgage, deed of trust, hypothecation, security interest,
encumbrance, claim, lien or charge of any kind, or proxy, warrant or convertible or exchangeable
security, or any other right or claim of any third party (including any preemptive, subscription,
call or similar right).



     “Managing Underwriter” means Goldman, Sachs & Co., as a global coordinator of the Common Stock
Offering and the AIG Equity Unit Public Offering.



     “MetLife Public Offering” means the registered public offering of shares of Common Stock by
the Company to be commenced on the date hereof and as contemplated by the related preliminary
prospectus supplement dated as of the date hereof and attached hereto as Exhibit A.



     “Net Proceeds” means, with respect to any offering of securities, the aggregate proceeds
received by the applicable offeror, less underwriting discounts and commissions to be paid to the
underwriter(s) in connection with the applicable offering.



     “Order” means any order, writ, judgment, injunction, ruling, decree, stipulation,
determination or award entered or issued by or with any Governmental Authority.



     “Organizational Document” means any charter, certificate of incorporation, articles of
association, bylaws, operating agreement or similar formation or governing documents and
instruments.



     “Parent” has the meaning set forth in the Preamble.



     “Parties” means the Company, the Seller and the Parent.



     “Permitted
Investments” has the meaning set forth in the Amended Indemnification Control Agreement.



     “Person” means any individual, corporation, general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, Governmental Authority or other
entity of any kind or nature.



     “Purchase Price” has the meaning set forth in Section 2.3.



     “Representatives” of a Person means the directors, officers, employees, advisors, agents,
stockholders, members, partners, principals, consultants, accountants, counsel, investment bankers
or other representatives of such Person and of such Person’s Affiliates.



     “Securities Act” means the Securities Act of 1933.



4









 





     “Securities Intermediary” has the meaning set forth in Section 6.6(a).



     “Seller” has the meaning set forth in the Preamble.



     “Shares” has the meaning set forth in the Recitals.



     “Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of March 7, 2010, by
and among the Parties.



     “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of
November 1, 2010, by and between the Company and Deutsche Bank Trust Company Americas, as stock
purchase contract agent.



     “Taxes” means all federal, state, local or foreign taxes, charges, imposts, payments in lieu,
and levies or other assessments or charges of any kind whatsoever, including all income, gross
receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, premium,
alternative or add-on minimum, single business, margin, inventory, capital stock, bulk, production,
recording, registration, mortgage, stamp, real estate excise, withholding, payroll, employment,
social security, unemployment, excise, occupation, real property, personal property, environmental,
intangible property and estimated taxes, customs duties, and all interest, penalties, fines,
additions to tax or additional amounts imposed by any Governmental Authority with respect thereto.



     “Termination Date” means March 18, 2011.



     “Third Party Approval” has the meaning set forth in Section 3.3(b).



     “Transaction” has the meaning set forth in the Recitals.



     “Unpurchased Shares” means any Shares that are not sold by the Seller and repurchased by the
Company pursuant to Section 2.1.



     SECTION 1.2 Terms Generally.




(a) The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer
to this Agreement as a whole (including any Exhibits hereto and Schedules delivered
herewith) and not merely to the specific section, paragraph or clause in which such word
appears.




(b) All references herein to Sections, Exhibits and Schedules shall be deemed references
to Sections of, Exhibits to and Schedules delivered with this Agreement unless the context
shall otherwise require.




(c) All references herein to any agreement, instrument, statute, rule or regulation are to
the agreement, instrument, statute, rule or regulation as amended, modified, supplemented
or replaced from time to time (and, in the case of statutes, includes rules and
regulations promulgated under said statutes) and to



5









 







any section of any statute, rule or regulation including any successor to said section.




(d) All references herein to a Person are also to its successors and permitted assigns.




(e) The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”




(f) The definitions given for terms in this Article 1 and elsewhere in this Agreement
shall apply equally to both the singular and plural forms of the terms defined.




(g) Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.




(h) Except as otherwise expressly provided herein, all references to “Dollars” or “$”
shall be deemed references to the lawful money of the United States of America.




(i) All time periods within or following which any payment is to be made or act is to be
done shall be calculated by excluding the day on which the period commences and including
the date on which the period ends and by extending the period to the next Business Day
following if the last day of the period is not a Business Day.



ARTICLE 2

Repurchase and Sale of the Shares; Closing




     SECTION 2.1 Repurchase and Sale of the Shares.




(a) At the Closing, upon the terms and subject to the conditions set forth in this
Agreement, the Company shall repurchase, acquire and accept from the Seller, and the
Seller shall sell, assign, transfer, convey and deliver to the Company, free and clear of
all Liens, all of the Seller’s right, title and interest in and to the Designated Shares.




(b) In connection with the Common Stock Offering, in the event that the Managing
Underwriter advises the Parties in writing that, in its opinion, the number of shares of
Common Stock requested to be included in the Common Stock Offering exceeds the number that
can be sold in such offering, then the Parties agree that the Common Stock Offering shall
include the maximum number of shares of Common Stock that the Managing Underwriter advises
can be so sold, and shall be allocated (i) first, to the shares of Common Stock the
Company proposes to sell in the MetLife Public Offering, and (ii) second, to the shares of
Common Stock that the Seller proposes to sell in the AIG Common Stock Public Offering.



6









 





     SECTION 2.2 Closing. Unless this Agreement shall have been earlier terminated pursuant to
Article 9 and subject to the satisfaction or waiver of each of the conditions to the Closing set
forth in Article 8, the closing (the “Closing”) of the Transaction shall take place at the location
of the closing of the MetLife Public Offering and immediately following the satisfaction or waiver
of the last of the conditions to the Closing required to be satisfied or waived pursuant to Article
8 (other than conditions which by their nature are to be satisfied at the Closing, but subject to
the satisfaction or waiver of those conditions at the Closing), or such other date as the Parties
may mutually agree upon in writing (the “Closing Date”).



     SECTION 2.3 Purchase Price. At the Closing, upon the terms and subject to the conditions set
forth in this Agreement, and in consideration of the Transaction, the Company shall pay to the
Seller cash in an amount, expressed in Dollars, equal to: (a) the product of (x) the number of
Designated Shares being purchased pursuant to Section 2.1 and (y) ten; multiplied by (b) a
fraction, the numerator of which is the amount of Net Proceeds received by the Company from the
MetLife Public Offering and the denominator of which is the actual number of shares of Common Stock
sold and delivered by the Company in the MetLife Public Offering (the “Purchase Price”). From and
after the Seller’s receipt of the Purchase Price, all of the rights and preferences of each of the
Designated Shares shall cease and none of the Designated Shares shall thereafter be transferred on
the books of the Company or be deemed to be outstanding for any purpose whatsoever. For the
avoidance of doubt, all of the rights and preferences of the Unpurchased Shares shall remain in
effect and shall not be altered or affected by this Agreement.



     SECTION 2.4 Closing Deliverables. At the Closing:




(a) the Seller or the Parent, as applicable, shall deliver, or cause to be delivered, the
following documents and deliverables to the Company (each in form and substance reasonably
acceptable to the Company and its legal counsel):




(i) one or more stock certificates evidencing all of the Shares, duly
endorsed in favor of the Company or with stock powers duly endorsed in blank
or other proper instruments of assignment duly endorsed in blank, in proper
form for transfer;




(ii) a receipt duly executed by an authorized executive officer of the Seller
evidencing receipt by the Seller of (A) payment, and delivery by the Company,
of the Purchase Price and (B) one or more stock certificates evidencing the
Unpurchased Shares, registered in the name of the Seller;




(iii) a copy, certified as of the Closing Date by an authorized executive
officer of the Parent and an authorized executive officer of the Seller, of,
in the case of the Parent, the resolutions of the Parent’s board of
directors, and in the case of the Seller, the written consent of



7









 







the Seller’s board of managers, authorizing the execution and delivery of
this Agreement and the consummation of the Transaction;




(iv) the certificates of an authorized executive officer of the Parent and an
authorized executive officer of the Seller required to be delivered by the
Parent and the Seller pursuant to Section 8.2(c); and




(v) copies (or other evidence) of any and all valid Governmental Approvals
obtained, filed or made by the Parent, the Seller or any of their respective
Affiliates in satisfaction of Section 8.1(c).




(b) the Company shall deliver, or cause to be delivered, the following documents and
deliverables to the Seller (each in form and substance reasonably acceptable to the Seller
and its legal counsel):




(i) cash, by wire transfer of immediately available funds to an account or
accounts specified in advance by the Seller in writing, in an aggregate
amount equal to the Purchase Price;




(ii) a receipt duly executed by an authorized executive officer of the
Company evidencing receipt by the Company of one or more stock certificates
evidencing the Designated Shares, duly endorsed in favor of the Company or
with stock powers duly endorsed in blank or other proper instruments of
assignment duly endorsed in blank, in proper form for transfer;




(iii) a copy, certified as of the Closing Date by an authorized executive
officer of the Company, of the resolutions of the Company’s board of
directors and the Finance and Risk Committee of the Company’s board of
directors authorizing the execution and delivery of this Agreement and the
consummation of the Transaction;




(iv) the certificate of an authorized executive officer of the Company
required to be delivered by the Company pursuant to Section 8.3(c);




(v) copies (or other evidence) of any and all valid Governmental Approvals
obtained, filed or made by the Company or any of its Affiliates in
satisfaction of Section 8.1(c); and




(vi) one or more stock certificates evidencing the Unpurchased Shares,
registered in the name of the Seller.




(c) each of the Parties shall execute and deliver, or cause to be executed and delivered,
such other instruments or documents as the Parties agree may be reasonably necessary to
consummate and give effect to the Transaction.



8









 





ARTICLE 3

Representations and Warranties of the Seller




     The Seller hereby represents and warrants to the Company as of the date hereof and as of the
Closing Date as follows:



     SECTION 3.1 Organization and Standing. The Seller is a Delaware limited liability company
duly organized, validly existing and in good standing under the Laws of the State of Delaware.



     SECTION 3.2 Corporate Power; Authorization. The Seller has all requisite corporate or other
organizational power and authority to execute and deliver this Agreement and to perform all
obligations to be performed by it hereunder and to consummate the Transaction. The execution and
delivery of this Agreement and the consummation of the Transaction have been duly and validly
authorized and approved by all requisite corporate or other organizational action on the part of
the Seller. This Agreement has been duly and validly executed and delivered by the Seller and,
assuming the due authorization, execution and delivery of this Agreement by the other Parties, this
Agreement constitutes a valid and binding obligation of the Seller, enforceable against the Seller
in accordance with its terms.



     SECTION 3.3 Consents; No Conflicts.




(a) No consent, approval, Order or authorization of, or registration, declaration or
filing with, or prior notice to, any Governmental Authority (each, a “Governmental
Approval”) is required on the part of the Seller or any of its Affiliates in connection
with the execution and delivery of this Agreement and the consummation by the Seller of
the Transaction, except (i) the Governmental Approvals required by applicable Law set
forth on Schedule I attached hereto, (ii) any pre-Closing or post-Closing filings that may
be required to be made under the Securities Act or the Exchange Act and (iii) such other
Governmental Approvals the failure of which to make or obtain would not prevent, enjoin or
materially delay the consummation of the Transaction.




(b) The execution and delivery by the Seller of this Agreement and the consummation by the
Seller of the Transaction will not (i) violate or conflict with, or result in a breach of,
any Organizational Document of the Seller or any of its Affiliates, (ii) violate or
conflict with any Law to which the Seller or any of its Affiliates is subject or bound,
which violations or conflicts would prevent, enjoin or materially delay the consummation
of the Transaction, (iii) except as set forth on Schedule II attached hereto, result in a
violation or breach of any provision of, or constitute (with or without the giving of
notice or the lapse of time or both) a default under, or give rise to any right of
termination, cancellation or acceleration under any material agreement, undertaking,
commitment or obligation to which the Seller or any of its Affiliates is a party, or by
which any of their respective assets or properties are subject or bound, which violations,
breaches, defaults, terminations, cancellations or accelerations would prevent,



9









 






enjoin or materially delay the consummation of the Transaction or (iv) except as set forth
on Schedule II attached hereto, require the consent, approval or authorization of, or
filing with, or prior notice to, any Person (other than a Governmental Authority or the
Company or any of its Affiliates) the failure of which to obtain, make or provide would
prevent, enjoin or materially delay the consummation of the Transaction (each, a “Third
Party Approval”).



     SECTION 3.4 Title to the Shares. The Seller owns, beneficially and of record, and has good
and marketable title in and to, the Shares, except for any Liens permitted by the Investor Rights
Agreement. At the Closing, the Seller shall deliver to the Company valid title to the Designated
Shares, free and clear of all Liens.



ARTICLE 4

Representations and Warranties of the Parent




     The Parent hereby represents and warrants to the Company as of the date hereof and as of the
Closing Date as follows:



     SECTION 4.1 Organization and Standing. The Parent is a Delaware corporation duly
incorporated, validly existing and in good standing under the Laws of the State of Delaware.



     SECTION 4.2 Corporate Power; Authorization. The Parent has all requisite corporate power and
authority to execute and deliver this Agreement and to perform all obligations to be performed by
it hereunder and to consummate the Transaction. The execution and delivery of this Agreement and
the consummation of the Transaction have been duly and validly authorized and approved by all
requisite corporate action on the part of the Parent. This Agreement has been duly and validly
executed and delivered by the Parent and, assuming the due authorization, execution and delivery of
this Agreement by the other Parties, this Agreement constitutes a valid and binding obligation of
the Parent, enforceable against the Parent in accordance with its terms.



     SECTION 4.3 Consents; No Conflicts.




(a) No Governmental Approval is required on the part of the Parent or any of its
Affiliates in connection with the execution and delivery of this Agreement and the
consummation by the Parent of the Transaction, except (i) the Governmental Approvals
required by applicable Law set forth on Schedule I attached hereto, (ii) any pre-Closing
or post-Closing filings that may be required to be made under the Securities Act or the
Exchange Act and (iii) such other Governmental Approvals the failure of which to make or
obtain would not prevent, enjoin or materially delay the consummation of the Transaction.




(b) The execution and delivery by the Parent of this Agreement and the consummation by the
Parent of the Transaction will not (i) violate or conflict with, or result in a breach of,
any Organizational Document of the Parent or any of its Affiliates, (ii) violate or
conflict with any Law to which the Parent or any of its Affiliates is subject or bound,
which violations or conflicts would prevent,



10









 






enjoin
or materially delay the consummation of the Transaction, (iii) except as set forth on Schedule II attached hereto,  result in a
violation or breach of any provision of, or constitute (with or without the giving of
notice or the lapse of time or both) a default under, or give rise to any right of
termination, cancellation or acceleration under any material agreement, undertaking,
commitment or obligation to which the Parent or any of its Affiliates is a party, or by
which any of their respective assets or properties are subject or bound, which violations,
breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or
materially delay the consummation of the Transaction or (iv) except as set forth on Schedule II attached hereto, require any Third Party
Approvals.



ARTICLE 5

Representations and Warranties of the Company




     The Company hereby represents and warrants to the Parent and the Seller as of the date hereof
and as of the Closing Date as follows:



     SECTION 5.1 Organization and Standing. The Company is a Delaware corporation duly
incorporated, validly existing and in good standing under the Laws of the State of Delaware.



     SECTION 5.2 Corporate Power; Authorization. The Company has all requisite corporate power
and authority to execute and deliver this Agreement and to perform all obligations to be performed
by it hereunder and to consummate the Transaction. The execution and delivery of this Agreement
and the consummation of the Transaction have been duly and validly authorized and approved by all
requisite corporate action on the part of the Company. This Agreement has been duly and validly
executed and delivered by the Company and, assuming the due authorization, execution and delivery
of this Agreement by the other Parties, this Agreement constitutes a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms.



     SECTION 5.3 Consents; No Conflicts.




(a) No Governmental Approval is required on the part of the Company or any of its
Affiliates in connection with the execution and delivery of this Agreement and the
consummation by the Company of the Transaction, except (i) the Governmental Approvals
required by applicable Law set forth on Schedule I attached hereto, (ii) any pre-Closing
or post-Closing filings that may be required to be made under the Securities Act or the
Exchange Act and (iii) such other Governmental Approvals the failure of which to make or
obtain would not prevent, enjoin or materially delay the consummation of the Transaction.




(b) The execution and delivery by the Company of this Agreement and the consummation by
the Company of the Transaction will not (i) violate or conflict with, or result in a
breach of, any Organizational Document of the Company or any of its Affiliates, (ii)
violate or conflict with any Law to which the Company or any of its Affiliates is subject
or bound, which violations or conflicts would prevent, enjoin or materially delay the
consummation of the Transaction, (iii)



11









 






result in a violation or breach of any provision of, or constitute (with or without the
giving of notice or the lapse of time or both) a default under, or give rise to any right
of termination, cancellation or acceleration under any material agreement, undertaking,
commitment or obligation to which the Company or any of its Affiliates is a party, or by
which any of their respective assets or properties are subject or bound, which violations,
breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or
materially delay the consummation of the Transaction or (iv) require any Third Party
Approvals.



ARTICLE 6

Covenants




     SECTION 6.1 Reasonable Best Efforts; Other Action.




(a) From the date hereof through the Closing, each of the Parties agrees to use its
reasonable best efforts to take, or cause to be taken, all action and cooperate with each
other to promptly do, or cause to be done, all things necessary, proper or advisable,
subject to applicable Laws, to consummate and give effect to the Transaction as promptly
as practicable, including the taking of such actions necessary to satisfy the conditions
to Closing set forth in Article 8 that are within the control of such Party. Furthermore,
the Parties shall not take, or agree to take, any action that would or is reasonably
likely to result in the conditions to Closing set forth in Article 8 not being satisfied,
or would make any representation or warranty contained herein inaccurate in any respect
at, or as of any time prior to, the Closing, or that would materially impair or delay the
ability of the Parties to consummate and give effect to the Closing in accordance with the
terms hereof. Notwithstanding anything in this Section 6.1(a) to the contrary, the
Parties hereby acknowledge and agree that in no event shall the obligations set forth in
this Section 6.1(a) affect or otherwise prejudice the ability of the Company or the Parent
to terminate this Agreement pursuant to Section 9.1(b) and Section 9.1(c), respectively.




(b) From and after the Closing, each of the Parties shall, and shall cause their
respective Affiliates and Representatives to, execute and deliver such further agreements
and other documents and take such other actions as the other Parties may reasonably
request, or as are necessary, proper or advisable, to consummate and give effect to the
Transaction as promptly as practicable.



     SECTION 6.2 Approvals.




(a) Each of the Parties shall use its reasonable best efforts to obtain as promptly as
reasonably practicable any Governmental Approvals or Third Party Approvals that are
necessary, proper or advisable (whether so necessary, proper or advisable prior to, at or
after the Closing) under this Agreement, or pursuant to applicable Law, to consummate and
give effect to the Transaction. Each of the Parties shall cooperate with the reasonable
requests of the other Parties in seeking to obtain as promptly as reasonably practicable
all such Governmental



12









 






Approvals and Third Party Approvals. None of the Parties shall take or cause to be taken
any action that would reasonably be expected to have the effect of delaying, impairing or
impeding the receipt of any such required Governmental Approvals or Third Party Approvals.




(b) Without limiting the generality of the foregoing, the Parties shall each promptly make
all filings and notifications with all Persons that may be or may become reasonably
necessary, proper or advisable under this Agreement, or pursuant to applicable Law, to
consummate and give effect to the Transaction.




(c) Each of the Parties shall promptly notify the other Parties of any communication it or
any of its Affiliates or its or their respective Representatives receives from any
Governmental Authority relating to any required Governmental
Approvals; provided, however, that this clause (c) will not apply to conversations between and among the Parent,
the Seller and/or the United States Department of the Treasury. The Parties will
coordinate and cooperate fully with each other in exchanging such information and
providing such assistance as the other Parties may reasonably request in connection with
the foregoing.



     SECTION 6.3 Public Announcement. The Parties, and their respective Affiliates, shall consult
with each other before issuing, and provide each other the opportunity to review and comment upon,
any press release or other public statement with respect to the Transaction.



     SECTION 6.4 [Reserved].



     SECTION 6.5 Compensatory Amount. The Parties acknowledge and agree that, effective as of the
date hereof, for all purposes, including Section 6.17 of the Stock Purchase Agreement, any
references to “shares of the Acquiror Interim Preferred Stock delivered by the Acquiror to the
Seller at the Closing in accordance with Section 2.03(d)” in the definition of “Compensatory
Amount” set forth in Exhibit A of the Stock Purchase Agreement shall be replaced with “shares of
the Acquiror Interim Preferred Stock delivered by the Acquiror to the Seller at the Closing in
accordance with Section 2.03(d) that remain issued and outstanding (and are not owned by the
Acquiror or any of its Affiliates) as of the third Business Day following the first anniversary of
the Closing Date”.



     SECTION 6.6 Indemnification Collateral.




(a) Each of the Parties shall execute and deliver, or cause to be executed and delivered,
to the other Parties (i) at or prior to the Closing, the Amended and Restated
Indemnification Collateral Account Security and Control Agreement, by and among the
Parties and Deutsche Bank Trust Company Americas, as securities intermediary (the
“Securities Intermediary”), pledge collateral agent
and stock purchase contract agent, and substantially in the form
attached hereto as Exhibit C (the “Amended Indemnification Control Agreement”) and (ii)



13









 





promptly following the pricing
of the AIG Equity Unit Public Offering, the Indemnification Collateral Substitution
Instruction, Waiver and Acknowledgment and concurrently deliver, or cause to be delivered,
the fully executed Indemnification Collateral Substitution Instruction, Waiver and
Acknowledgment to the Securities Intermediary in accordance with the notice procedures and
any other applicable requirements set forth in the Indemnification Control Agreement.



(b) In accordance with the Stock Purchase Agreement, the Ancillary Agreements and the
Indemnification Collateral Substitution Instruction, Waiver and Acknowledgment, the Parties shall
take, or cause to be taken, all actions and cooperate with each other to promptly do,
or cause to be done, all things necessary, proper or advisable to cause (x) any Net
Proceeds from the AIG Equity Unit Public Offering (the “Equity Units Net Proceeds”) to
be directly deposited by the Managing Underwriter by wire transfer of immediately
available funds to the Indemnification Collateral Account as Eligible Collateral on the
date of, and immediately following, the consummation of the AIG Equity Unit Public
Offering and (y) the Securities Intermediary to release the Common Equity Units as
specified in the Indemnification Collateral Substitution Instruction, Waiver and
Acknowledgment; provided, that, notwithstanding any provisions of the Stock Purchase Agreement
or any of the Ancillary Agreements to the contrary, pursuant to Section 12.08 of the Stock
Purchase Agreement, the Parties hereby agree:



(i) In
the event that the Equity Units Net Proceeds are equal to or exceed $3,000,000,000, the
Parties shall take, or cause to be taken, all actions and cooperate with each other
to promptly do, or cause to be done, all things necessary, proper or advisable to
cause (A) concurrently with the release of the Common Equity Units offered and sold
in the AIG Equity Unit Public Offering, $3,000,000,000, constituting
all or a portion of the Equity Units Net Proceeds, to be directly deposited by the Managing Underwriter
by wire transfer of immediately available funds to the Indemnification Collateral
Account as Eligible Collateral on the date of, and immediately following, the
consummation of the AIG Equity Unit Public Offering, (B) following the deposit into
the Indemnification Collateral Account of the amount specified in clause (A) above,
any Equity Units Net Proceeds in excess of $3,000,000,000 to be directly deposited
by the Managing Underwriter by wire transfer of immediately available funds to an
account or accounts designated in advance by the Seller in writing and
(C) following the deposit into the Indemnification Collateral Account of the amount
specified in clause (A) above, any Common Equity Units held in the Indemnification
Collateral Account after the consummation of the AIG Equity Unit Public Offering
and the release of Common Equity Units contemplated by clause (A) above to be
released to the Seller by the Securities Intermediary from the Indemnification
Collateral Account.




(ii) In the event that less than all of the Common Equity Units held in the
Indemnification Collateral Account as of the date hereof are sold pursuant to the
AIG Equity Unit Public Offering, and the Equity Units Net Proceeds constitute less
than $3,000,000,000, the Parties shall take, or cause to be taken, all actions and
cooperate with each other to promptly



14









 






do, or cause to be done, all things necessary, proper or advisable to cause (A)
concurrently with the release of any Common Equity Units offered and sold in the
AIG Equity Unit Public Offering, an amount of such Equity Units Net Proceeds equal
to the aggregate stated value of the Common Equity Units sold in the AIG Equity
Unit Public Offering to be directly deposited by the Managing Underwriter by wire
transfer of immediately available funds to the Indemnification Collateral Account
as Eligible Collateral on the date of, and immediately following, the consummation
of the AIG Equity Unit Public Offering and (B) following the deposit into the
Indemnification Collateral Account of the amount specified in clause (A) above, any
excess of such Equity Units Net Proceeds over the aggregate stated amount of the
Common Equity Units actually sold pursuant to the AIG Equity Unit Public Offering
to be directly deposited by the Managing Underwriter by wire transfer of
immediately available funds to an account or account(s) designated in advance by
the Seller in writing.




(iii) In the event that all of the Common Equity Units held in the Indemnification
Collateral Account as of the date hereof are sold pursuant to the AIG Equity Unit
Public Offering, and the Equity Units Net Proceeds constitute less than
$3,000,000,000 (the amount by which $3,000,000,000 exceeds such Equity Units Net
Proceeds being, the “Collateral Account Shortfall”), the Parties shall take, or
cause to be taken, all actions and cooperate with each other to promptly do, or
cause to be done, all things necessary, proper or advisable to cause, concurrently
with the release of the Common Equity Units offered and sold in the AIG Equity Unit
Public Offering, all such Equity Units Net Proceeds to be directly deposited by the
Managing Underwriter by wire transfer of immediately available funds to the
Indemnification Collateral Account as Eligible Collateral on the date of, and
immediately following, the consummation of the AIG Equity Unit Public Offering.




(iv) In the event that all of the Common Equity Units held in the Indemnification
Collateral Account as of the date hereof are sold pursuant to the AIG Equity Unit
Public Offering, and the Equity Units Net Proceeds constitute less than
$3,000,000,000, the Parties acknowledge and agree that (A) for purposes of clauses
(i) through (v) of Section 11.05(c) of the Stock Purchase Agreement, an amount
equal to the Collateral Account Shortfall shall be deducted from the dollar amount
of Indemnification Collateral scheduled to be released from the Indemnification
Collateral Account on the first anniversary of the Closing Date (as such term is
defined in the Stock Purchase Agreement); provided, that, in the event the
Collateral Account Shortfall exceeds such amount scheduled to be released, the
amount of the Collateral Account Shortfall in excess of such amount shall be
deducted from the dollar amount of Indemnification Collateral scheduled to be
released on the second anniversary of such Closing Date


15









 






provided, further, that, for purposes of clause
(A) through (D) of the proviso contained in Section 11.05(c) of the Stock Purchase
Agreement, an amount equal to the remaining Collateral Account Shortfall shall be
deducted from the remaining Indemnification Collateral scheduled to be released
from the Indemnification Collateral Account on the date that is 30 months from such
Closing Date; provided, that, in the event the remaining Collateral Account
Shortfall exceeds such remaining amount scheduled to be released, the amount of the
remaining Collateral Account Shortfall in excess of such amount shall be
deducted from any remaining Indemnification Collateral to be released
on the date that is 36 months from such Closing Date.




(c) Notwithstanding anything to the contrary in the Stock Purchase Agreement or any
Ancillary Agreement, the Parties acknowledge and agree that (i) subject to clause (d)
below, any payments required to be made by the Parent, the Seller or any of their
respective Affiliates to the Company, the Company’s Affiliates or any of its or their
respective Representatives in accordance with Section 2.05 or Section 11.05 of the Stock
Purchase Agreement shall be satisfied by delivery of cash not then held in the
Indemnification Collateral Account or, at the Seller’s election, by delivery of
Indemnification Collateral then held in the Indemnification Collateral Account; provided,
that, in the event the aggregate amount of any such payment obligation exceeds the
aggregate Fair Value of the Indemnification Collateral then held, if any, in the
Indemnification Collateral Account, in no event shall any of the Company, the Company’s
Affiliates or any of their respective Representatives be deemed to have waived any rights
or remedies available to such Person pursuant to the terms of the Stock Purchase Agreement
or any Ancillary Agreement and (ii) the Parent and the Seller shall solely be entitled to
substitute cash (and no other Eligible Collateral) for any Indemnification Collateral then
held in the Indemnification Collateral Account.




(d) Notwithstanding anything to the contrary in the Stock Purchase Agreement, including
Section 2.05 and Section 11.05 thereof, or any Ancillary Agreement, in the event that, at
any time, any Indemnification Collateral is to be used in accordance with the terms and
conditions of the Stock Purchase Agreement to satisfy the Parent’s or the Seller’s or any
of their respective Affiliate’s payment obligations to the Company, the Company’s
Affiliates or any of its or their respective Representatives, the Parties hereby
acknowledge and agree that any such payment shall be made from Indemnification Collateral
in the following order of priority: (i) first, any cash then held in the Indemnification
Collateral Account and any Permitted Investments then held in the Indemnification
Collateral Account; provided, that any such Permitted Investments shall have been
liquidated into cash in accordance with the Investment Guidelines attached as Schedule II
to the Indemnification Control Agreement prior to making any such payment from the
Indemnification Collateral Account; and (ii) second, Common Equity Units then held in the



16









 






Indemnification Collateral Account. In furtherance, and without limiting the generality,
of the foregoing, the Parties agree as follows:




(i) The first paragraph of Section 11.05(a) of the Stock Purchase Agreement shall
be amended to include the following proviso at the end of such paragraph:




“; provided, that, in the event (I) the Seller shall so elect to make any
such payment by delivering Equity Units or other Eligible Collateral held in the
Indemnification Collateral Account in accordance with the Indemnification Control
Agreement and (II) the Indemnification Collateral Account holds any cash or
Permitted Investments (as such term is defined in the Indemnification Control
Agreement), then the Seller shall make any such payment by delivery from the
Indemnification Collateral Account of (x) first, cash and Permitted Investments
then held in the Indemnification Collateral Account; provided, that any such
Permitted Investments shall have been liquidated into cash in accordance with the
Investment Guidelines attached as Schedule II to the Indemnification Control
Agreement (the “Liquidation Cash Proceeds”) prior to making any such
payment from the Indemnification Collateral Account and (y) to the extent the
aggregate Fair Value of the cash and such Liquidation Cash Proceeds then held in
the Indemnification Collateral Account is less than the amount required to be paid
by the Seller, second, by delivery of any cash and such Liquidation Cash Proceeds
then held in the Indemnification Collateral Account, plus such number of Equity
Units held in the Indemnification Collateral Account the Fair Value of which equals
the amount required to be so paid less the Fair Value of any such cash and
Liquidation Cash Proceeds then held in the Indemnification Collateral Account”.




(ii) Section 11.05(b) of the Stock Purchase Agreement shall be amended to delete
the proviso: “provided, that the Acquiror shall not be permitted to withdraw any
Indemnification Collateral except to the extent it simultaneously withdraws the
associated Equity Units,” which shall be replaced in its entirety with the
following proviso: “provided, that the Acquiror shall not be permitted to withdraw
any Pledge Collateral, except to the extent it simultaneously withdraws the
associated Equity Units,”.




(iii) The second sentence of the second paragraph of Section 11.05(a) and the
second sentence of Section 11.05(b) of the Stock Purchase Agreement shall be
amended to include the following proviso at the end of such sentence: “provided,
further, that the Acquiror shall first withdraw cash or Permitted Investments
(provided, that any such Permitted Investments shall have been liquidated in
accordance with the Investment Guidelines attached as Schedule II to the
Indemnification Control Agreement prior to making any such payment from the
Indemnification Collateral Account) prior to withdrawing any Equity Units.”



17









 






(e) The Parties hereby acknowledge and agree that any references to the “Indemnification
Control Agreement” in this Agreement, the Stock Purchase Agreement and any Ancillary
Agreement shall be deemed to reference the Amended Indemnification Control Agreement from
and after the date of execution thereof.




(f) Notwithstanding anything to the contrary in Section 11.05(c) (other than Section
11.05(c)(i)) of the Stock Purchase Agreement or any Ancillary Agreement, the Parties
hereby acknowledge and agree that, subject to Section 6.6(b)(iv), any release of
Indemnification Collateral in accordance with Section 11.05(c) (other than Section
11.05(c)(i)) of the Stock Purchase Agreement will be made by (i) first, releasing any
Common Equity Units then held in the Indemnification Collateral Account and (ii) second,
solely to the extent the amount of Eligible Collateral to be so released exceeds the
stated amount of the Common Equity Units released pursuant to clause (i) above, any cash
then held in the Indemnification Collateral Account and any Permitted Investments then
held in the Indemnification Collateral Account; provided, that any such Permitted
Investments shall have been liquidated in accordance with the Investment Guidelines
attached as Schedule II to the Indemnification Control Agreement prior to making any such
payment from the Indemnification Collateral Account. In furtherance, and without limiting
the generality, of the foregoing, the Parties agree as follows:




(i) Section 11.05(c) of the Stock Purchase Agreement shall be amended by replacing
the parenthetical “(or such amount of net cash proceeds from the sale of such
number of Equity Units or other Eligible Collateral with an aggregate Fair Value
equal to such stated amount substituted therefor in accordance with the
Indemnification Control Agreement)” in each place where it appears with the
following:




“(or, solely to the extent that Equity Units with an aggregate stated amount equal
to such stated amount are not then held in the Indemnification Collateral Account,
such Eligible Collateral consisting of (A) the remaining number of Equity Units
plus (B) such amount of cash and Liquidation Cash Proceeds from the liquidation of
Permitted Investments prior to release, in each case, then held in the
Indemnification Collateral Account with an aggregate Fair Value equal to (x) such
stated amount minus (y) the stated amount of the remaining number of Equity Units
to be so released)”.




(ii) Clause (iv) of Section 11.05(c) of the Stock Purchase Agreement shall be
amended to include the following proviso at the end of such paragraph:




“; provided, that, in the event any remaining Indemnification Collateral
consists of Equity Units and, in addition, cash and/or Permitted Investments, the
amount to be released in accordance with this clause (iv)



18









 






shall consist first of any Equity Units then held in the Indemnification Collateral
Account up to the full amount of Eligible Collateral to be so released”.




(iii) Clause (D) of Section 11.05(c) of the Stock Purchase Agreement shall be
amended to include the following proviso at the end of such paragraph:




“; provided, that, in the event any remaining Indemnification Collateral
consists of Equity Units and, in addition, cash and/or Permitted Investments, the
amount to be released in accordance with this clause (D) shall consist first of any
Equity Units then held in the Indemnification Collateral Account up to the full
amount of Eligible Collateral to be so released”.




(iv) At any time at which the Reserved Amount is to be determined pursuant to the
Stock Purchase Agreement in accordance with the definition of “Reserved Amount” set
forth in Exhibit A of the Stock Purchase Agreement, the Parties shall first reserve
Indemnification Collateral consisting of cash and Permitted Investments prior to
reserving any other Eligible Collateral pursuant to such definition.




(v) Exhibit A of the Stock Purchase Agreement shall be amended by deleting the
definition of “Indemnification Collateral Account Funds” and replacing such
definition with the following:




““Indemnification Collateral Account Funds” shall mean Eligible Collateral
contained in the Indemnification Collateral Account.”




(vi) The reference in Section 11.05(f) of the Stock Purchase Agreement to
“dividends” shall be deemed to include distributions to the holders of the Common
Equity Units pursuant to the terms of such Common Equity Units.




(g) Notwithstanding anything in this Agreement, the Stock Purchase Agreement or any of the
Ancillary Agreements to the contrary, the Parties hereby acknowledge and agree that,
without limiting the generality of Section 6.6(d):




(i)(1) In the event that the AIG Common Stock Public Offering is consummated and
either (A) the AIG Equity Unit Public Offering is not consummated or (B) the 338
Estimated Payment Amount exceeds the aggregate amount of any Equity Units Net
Proceeds, the Parties shall take, or cause to be taken, all action and cooperate
with each other to promptly do, or cause to be done, all things necessary, proper
or advisable to cause (I) Net Proceeds from the AIG Common Stock Public Offering in
an amount equal to the excess of such 338 Estimated Payment Amount over the Equity
Units Net Proceeds, if any, to be directly deposited by the



19









 






Managing Underwriter by wire transfer of immediately available funds to the
Indemnification Collateral Account as Eligible Collateral on the date of, and
immediately following, the consummation of the AIG Common Stock Public Offering and
(II) concurrently with the deposit into the Indemnification Collateral Account of
the amount specified in clause (I) above, such number of Common Equity Units then
held in the Indemnification Collateral Account with an aggregate Fair Value equal
to the amount specified in clause (I) above to be released to the Seller by the
Securities Intermediary from the Indemnification Collateral Account.




(2) On
the date that any Equity Units Net Proceeds are deposited by the Managing
Underwriter into the Indemnification Collateral Account, as provided for in Section
6.6(b), and/or any Net Proceeds from the AIG Common Stock Public Offering are
deposited by the Managing Underwriter into the Indemnification Collateral Account,
as provided for in Section 6.6(g)(i)(1), and immediately following such deposit(s),
the Parties shall take, or cause to be taken, all action and cooperate with each
other to promptly do, or cause to be done, all things necessary, proper or
advisable to cause Indemnification Collateral consisting solely of cash in an
aggregate amount equal to the 338 Estimated Payment Amount to be withdrawn from the
Indemnification Collateral Account and delivered to the Company in accordance with
the terms of the Amended Indemnification Control Agreement.




(3) In the event that the sum of the Equity Units Net Proceeds and the Net
Proceeds from the AIG Common Stock Public Offering (the “Aggregate Net Proceeds”)
deposited into the Indemnification Collateral Account pursuant to
Section 6.6(g)(i)(1)
is less than the 338 Estimated Payment Amount, the Parties shall take, or cause to
be taken, all action and cooperate with each other to promptly do, or cause to be
done, all things necessary, proper or advisable to cause Indemnification Collateral
solely consisting of cash in an amount equal to the Aggregate Net Proceeds, if any,
together with such number of Common Equity Units with an aggregate Fair Value equal
to the excess of the 338 Estimated Payment Amount over any Aggregate Net Proceeds,
to be released by the Securities Intermediary from the Indemnification Collateral
Account and delivered to the Company no later than March 18, 2011, in accordance
with the terms of the Amended Indemnification Control Agreement and
such number of Common Equity Units then held in the Collateral
Account specified to be released to the Seller in Section
6.6(g)(i)(1) to be released to the Seller; provided, that,
the Parties hereby acknowledge and agree that in determining the Fair Value of the
Common Equity Units to be so released, such Fair Value shall be the Fair Value of
the Common Equity Units on February 15, 2011.




(ii) In the event that neither the AIG Common Stock Public Offering nor the AIG
Equity Unit Public Offering is consummated, the Seller shall pay to the Company, by
no later than March 18, 2011, an amount equal to the 338 Estimated Payment Amount
in cash by wire transfer of



20









 






immediately available funds to an account or accounts designated in advance by the
Company in writing or, at the Seller’s election, by delivery of Indemnification
Collateral then held in the Indemnification Collateral Account with an aggregate
Fair Value equal to the 338 Estimated Payment Amount; provided, that, in the event
the Seller elects to satisfy such payment in cash not then held in the
Indemnification Collateral Account, the Parties shall take, or cause to be taken,
all action and cooperate with each other to promptly do, or cause to be done, all
things necessary, proper or advisable to cause such number of Common Equity Units
then held in the Indemnification Collateral Account with an aggregate Fair Value
equal to the 338 Estimated Payment Amount to be released to the Seller by the
Securities Intermediary from the Indemnification Collateral Account concurrently
with such cash payment by the Seller; provided, further, that, in the event the
Seller elects to satisfy such payment by delivery of Common Equity Units then held
in the Indemnification Collateral Account, (A) the Parties hereby acknowledge and
agree that in determining the Fair Value of the Common Equity Units to be so
released, such Fair Value shall be the Fair Value of the Common Equity Units on
February 15, 2011 and (B) the Parties shall take, or cause to be taken, all action
and cooperate with each other to promptly do, or cause to be done, all things
necessary, proper or advisable to cause such number of Common Equity Units then
held in the Indemnification Collateral Account with an aggregate Fair Value equal
to the 338 Estimated Payment Amount to be released to the Company by the Securities
Intermediary from the Indemnification Collateral Account.



The Parties hereby agree that, except as necessary to effectuate the limited waiver and amendment
described in this Section 6.6, the terms of the Stock Purchase Agreement shall remain in full force
and effect and are not being amended, waived or otherwise modified in any way hereby.




     SECTION 6.7 Investments. Notwithstanding anything to the contrary in the Stock Purchase
Agreement, the Parties acknowledge and agree that any cash held at
any time in the Amended Indemnification
Control Agreement.



     SECTION 6.8 Valuation Agent. Prior to the Closing, the Parties will enter into the valuation
agent appointment letter with a valuation agent mutually acceptable to the
 parties
 whereby a Valuation Agent (as defined in the Stock Purchase
Agreement) will be engaged and pursuant to which the Parties and the Valuation Agent have agreed
that the Valuation Agent shall use the valuation methodologies set
forth on Exhibit D attached
hereto, other than in connection with the AIG Equity Unit Public Offering. The Parties acknowledge
and agree that Exhibit D amends and restates Section 11.05 of the Seller Disclosure Letter (as
defined in the Stock Purchase Agreement) in its entirety for any determination of Fair Value
pursuant to Section 11.05(e)(i) of the Stock Purchase Agreement. The Parties hereby waive Section
11.05(e) of the Stock Purchase Agreement insofar as it required the



21









 





engagement of a Valuation Agent prior to Closing (as such term is defined in the Stock
Purchase Agreement).




     SECTION 6.9 Taxes. Notwithstanding any other provision of this Agreement or any other
agreement to the contrary, all transfer Taxes, including any stock
transfer tax and Taxes imposed on the Seller, imposed
on or with respect to the repurchase of the Designated Shares contemplated by Section 2.1(a) shall
be allocable to the Seller and the Seller shall indemnify, defend and hold harmless the Company
(and its Affiliates) from and against any such Taxes.



ARTICLE 7

Investor Rights Agreement




     SECTION 7.1 Limited Waiver and Amendment. Pursuant to Section 3.8 of the Investor Rights
Agreement, the Parties hereby agree:




(a) to irrevocably waive any provisions of the Investor Rights Agreement only to the
limited extent necessary to permit the Transaction including the AIG Public Offerings;




(b) that neither the AIG Common Stock Public Offering nor the AIG Equity Unit Public
Offering shall be deemed to constitute an Offering (as such term is defined and used in
the Investor Rights Agreement) for purposes of Section 2.2(c)(iv) and (v) of the Investor
Rights Agreement;




(c) that Section 2.8(b) of the Investor Rights Agreement is hereby deleted in its
entirety;




(d) that the reference to Section 2.8(b) of the Investor Rights Agreement in Section
2.8(d) thereof is hereby deleted in its entirety;




(e) that all references to “270 days” in the Investor Rights Agreement will be deleted and
replaced with references to “365 days”; and




(f) that the last paragraph of Section 2.10(a) shall be amended to include the following
proviso at the end of the third sentence thereof: “; provided, that the Parent, the
Investor or any of their respective subsidiaries, Affiliates, directors, officers,
employees, agents, advisors or other representatives may (1) submit a proposal, statement
or inquiry to the Company, or (2) otherwise request an amendment, waiver or termination of
clause (ii) above, in each case, with respect to any acquisition of assets or business of
the Company constituting less than a material portion of the assets or that does not
involve a material business of the Company; provided, however, that any such proposal,
statement, inquiry or request shall be made on a confidential basis without any obligation
of public disclosure”.



The Parties hereby agree that, except as necessary to effectuate the limited waiver and amendment
described in clauses (a) through (d) above, the terms of the Investor Rights




22









 








Agreement shall remain in full force and effect and are not being amended, waived or otherwise
modified in any way hereby.




     SECTION 7.2 Unsold Securities. For the avoidance of doubt, the Parties acknowledge and agree
that the Unpurchased Shares and any shares of Common Stock and Common Equity Units held by the
Seller or any of its Affiliates and not sold in the AIG Public Offerings shall continue to be
subject to the terms, conditions and restrictions of the Stock Purchase Agreement and the Ancillary
Agreements, including the Investor Rights Agreement, in all respects.



ARTICLE 8

Conditions to Closing




     SECTION 8.1 Conditions to the Obligations of Each Party. The obligations of each of the
Parties to consummate the Transaction are subject to the satisfaction of the following conditions,
any one or more of which may be waived in writing by the Parties:




(a) Subject to Section 8.1(c), there shall be no Law enacted, issued, promulgated,
enforced or entered that, in each case, enjoins, prohibits or makes illegal the
consummation of the Transaction.




(b) No material Action challenging this Agreement or the Transaction or seeking to
prohibit, alter, prevent or materially delay the Closing shall have been instituted by any
Person and be pending, which in the reasonable judgment of any Party, may reasonably be
expected to cause such Party or any of its Affiliates to incur or suffer any material
loss, claim, damage, cost, liability or expense (or Action in respect thereof), including
reasonable expenses of investigation and reasonable attorneys’ fees and expenses in
connection with any Action.




(c) The Governmental Approvals set forth on Schedule I attached hereto shall have been
obtained, filed or made, as applicable, and shall be in full force and effect.




(d) The Company shall have consummated the MetLife Public Offering.



     SECTION 8.2 Conditions to the Obligations of the Company. The obligation of the Company to
consummate the Transaction is subject to the satisfaction of the following conditions, any one or
more of which may be waived in writing by the Company:




(a) The representations and warranties of the Parent and the Seller contained in this
Agreement shall be true and correct in all respects as of the Closing Date with the same
effect as though such representations and warranties had been made at and as of such time
(except those representations and warranties that are made as of or refer to a specific
date need be true and correct only as of such date).



23









 






(b) Each of the Parent and the Seller shall have performed or complied with, in each case,
in all material respects, all of the covenants and agreements required by this Agreement
to be performed or complied with by it at or before the Closing.




(c) The Parent and the Seller shall have delivered to the Company a certificate, dated as
of the Closing Date, executed on behalf of the Parent and the Seller by an authorized
executive officer thereof, certifying that the conditions specified in Section 8.2(a) and
Section 8.2(b) have been fulfilled.




(d) The Company shall have received a letter regarding the Designated Shares in
substantially the form attached hereto as Exhibit E, duly executed by the United States
Department of the Treasury and each of the Seller and AIA Aurora LLC, as secured parties.



     SECTION 8.3 Conditions to the Obligations of the Parent and the Seller. The obligation of
the Parent and the Seller to consummate the Transaction is subject to the satisfaction of the
following conditions, any one or more of which may be waived in writing by the Parent and the
Seller:




(a) The representations and warranties of the Company contained in this Agreement shall be
true and correct in all respects as of the Closing Date with the same effect as though
such representations and warranties had been made at and as of such time (except those
representations and warranties that are made as of or refer to a specific date need be
true and correct only as of such date).




(b) The Company shall have performed or complied with, in each case, in all material
respects, all of the covenants and agreements required by this Agreement to be performed
or complied with by it at or before the Closing.




(c) The Company shall have delivered to the Seller a certificate, dated as of the Closing
Date, executed on behalf of the Company by an authorized executive officer thereof,
certifying that the conditions specified in Section 8.3(a) and Section 8.3(b) have been
fulfilled.



ARTICLE 9

Termination




     SECTION 9.1 Termination. At any time prior to the Closing, this Agreement may be terminated
and the Transaction abandoned:




(a) by the mutual consent of the Parties as evidenced in a writing signed by each Party;




(b) by the Company, prior to the execution of the underwriting agreement for the MetLife
Public Offering, if the Company’s board of directors (or a committee thereof) determines
that the MetLife Public Offering cannot be completed on



24









 






terms acceptable to the Company in its sole discretion and determines to abandon the
MetLife Public Offering;




(c) by the Parent, prior to the execution of the underwriting agreement for the MetLife
Public Offering, if the Parent’s board of directors (or a committee thereof) determines
that the MetLife Public Offering or the AIG Public Offerings cannot be completed on terms
acceptable to the Parent in its sole discretion and determines to abandon the AIG Public
Offerings;




(d) by the Parent or the Company, in the event that the underwriting agreement applicable
to the Common Stock Offering is terminated in accordance with its terms following the
pricing, and prior to the consummation, of the Common Stock Offering;




(e) by the Company (but only so long as the Company is not in material breach of its
obligations under this Agreement) if there has been a material breach of any
representation or warranty, covenant or agreement of the Parent or the Seller, such that
one or more of the conditions to Closing set forth in Section 8.1 or Section 8.2 are not
capable of being fulfilled prior to the time of the closing of the MetLife Public Offering
or if such breach is capable of being cured prior to such time but is not so cured prior
to such time;




(f) by the Seller (but only so long as the Parent and the Seller are not in material
breach of their respective obligations under this Agreement) if there has been a material
breach of any representation or warranty, covenant or agreement of the Company, such that
one or more of the conditions to Closing set forth in Section 8.1 or Section 8.3 are not
capable of being fulfilled prior to the time of the closing of the MetLife Public Offering
or if such breach is capable of being cured prior to such time but is not so cured prior
to such time; or




(g) by any Party on or after the Termination Date (as such date may be extended from time
to time by mutual agreement in writing of the Parties) if the Closing shall not have
occurred prior to such date; provided, however, that the right to terminate this Agreement
under this Section 9.1(g) shall not be available to a Party if such Party has failed to
take any action required to fulfill any of such Party’s obligations under this Agreement,
which failure has caused or resulted in the failure of the Closing to occur prior to such
date.



     SECTION 9.2 Notice of Termination. In the event of a termination by any Party pursuant to
this Article 9, written notice thereof shall promptly be given to the other Parties and the
Transaction shall be abandoned without any further action by any of the Parties.



     SECTION 9.3 Effect of Termination.




(a) If this Agreement is terminated and the Transaction abandoned in accordance with the
terms of this Article 9, this Agreement shall become void and of no further force and
effect without any liability on the part of any of the



25









 






Parties; provided, that Section 6.3, Sections 6.6(a) through (f) (to the extent that the
AIG Equity Unit Public Offering is consummated), Section 6.6(g), Section 6.7, Section 6.8
and the provisions of this Article 9 and Article 10 shall survive any termination of this
Agreement.




(b) Notwithstanding anything in this Agreement to the contrary, nothing in this Article 9
shall be deemed to release any Party from any liability for any breach by such Party of
the terms and provisions of this Agreement.



ARTICLE 10

Miscellaneous




     SECTION 10.1 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 following respective addresses (or at such other address for a Party as shall be specified
in a notice given in accordance with this Section 10.1):



if to the Company:




MetLife, Inc.

1095 Avenue of the Americas

New York, NY 10036

Facsimile:      (212) 251-1618

Attention:      General Counsel




with a copy to:




Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, NY 10019

Facsimile:      (212) 259-6333

Attention:      John M. Schwolsky, Esq.

                     Alexander M. Dye, Esq.


if to the Parent or the Seller:




American International Group, Inc.

80 Pine Street

New York, NY 10005

Facsimile:      (646) 792-5929

Attention:      General Counsel




with a copy to:




26









 





Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Facsimile:       (212) 291-2498

Attention:       Robert G. DeLaMater, Esq.




     SECTION 10.2 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 Transaction 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 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 Transaction be consummated as originally contemplated to the greatest
extent possible. To the extent permitted by applicable Law, the Parties waive any provision of Law
that renders any provision of this Agreement invalid, illegal or unenforceable in any respect.



     SECTION 10.3 Amendment and Modification; Waiver. No provision of this Agreement may be
amended, supplemented or modified except by a written instrument signed by the Parties. No
provision of this Agreement may be waived except by a written instrument signed by the Party
against whom the waiver is to be effective. No failure or delay by any Party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof, or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by Law. Except as necessary to effectuate the
amendments, modifications and waivers expressly provided herein, the terms of the Stock Purchase
Agreement and the Ancillary Agreements remain in full force and effect and are not being amended,
modified or waived in any way hereby.



     SECTION 10.4 Entire Agreement. This Agreement and the Exhibit and Schedule hereto constitute
the entire agreement of the Parties with respect to the Transaction and supersede all prior
agreements and undertakings, both written and oral, between or on behalf of the Seller, the Parent
and/or their respective Affiliates, on the one hand, and the Company and/or its Affiliates, on the
other hand, with respect to the Transaction.



     SECTION 10.5 Assignment. This Agreement shall not be directly or indirectly assigned,
delegated, sublicensed or transferred by any Party, in whole or in part, to any other Person
(including any bankruptcy trustee) by operation of Law or otherwise, whether voluntarily or
involuntarily, without the prior written consent of the other Parties. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the Parties, and their respective
successors and permitted assigns.



     SECTION 10.6 No Third Party Beneficiaries. This Agreement is for the sole benefit of the
Parties and their successors and permitted assigns and nothing in this



27









 





Agreement, express or implied, is intended to or shall confer upon any other Person any legal
or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.




     SECTION 10.7 Governing Law; Waiver of Jury Trial.




(a) This Agreement, the Transaction, and all claims and defenses arising out of or
relating to any the Transaction or this Agreement or the formation, breach, termination or
validity of any this Agreement, shall in all respects be governed by, and construed in
accordance with, the Laws of the State of New York without giving effect to any conflicts
of Law principles of such state that would apply the Laws of another jurisdiction.




(b) Each of the Parties irrevocably and unconditionally:




(i) submits for itself and its property to the exclusive jurisdiction of the
state and federal courts located in the County of New York, State of New York
in any Action directly or indirectly arising out of or relating to this
Agreement, the Transaction, or the formation, breach, termination or validity
of this Agreement and agrees that all claims in respect of any such Action
shall be heard and determined solely in such court;




(ii) 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 such court or that such court is an
inconvenient forum for the Action and agrees not to assert, plead or claim
the same;




(iii) agrees that the final judgment of such court shall be enforceable in
any court having jurisdiction over the relevant Party or any of its assets;




(iv) 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 10.1; and




(v) agrees that nothing in this Agreement shall affect the right to effect
service of process in any other manner permitted by the applicable rules of
procedure.




(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR



28









 






INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION OR THE FORMATION,
BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (I) NO REPRESENTATIVE OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS OF THIS SECTION 10.7. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



     SECTION 10.8 Headings. The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or interpretation of this
Agreement.



     SECTION 10.9 Counterparts. This Agreement may be executed in one or more counterparts, and
by the different Parties 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 this Agreement by facsimile or other
means of electronic transmission shall be as effective as delivery of a manually executed
counterpart of this Agreement.



     SECTION 10.10 Expenses. Except as may be otherwise specified in this Agreement and the
Investor Rights Agreement, all costs and expenses, including fees and disbursements of counsel,
financial advisers and accountants, incurred in connection with this Agreement and the Transaction
shall be paid by the Person incurring such costs and expenses, whether or not the Closing shall
have occurred.



     SECTION 10.11 Specific Performance. (a) The Parties hereby agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached, (b) it is accordingly agreed that,
without the necessity of posting bond or other undertaking, the Parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in accordance with this Agreement, this being in addition to
any other remedy to which such party is entitled at law or in equity and (c) in the event that any
Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and
each Party hereby waives the defense or counterclaim, that there is an adequate remedy at law.



[Signature page follows]




29









 





     In Witness Whereof, the Parties have caused this Agreement to be executed on the date
first written above by their respective duly authorized officers.



	 	 	 	 	 
	 	MetLife, Inc. 

 	 
	 	By:  	/s/ Steven J. Goulart	 
	 	 	Name: Steven J. Goulart	 
	 	 	Title:   Senior Vice President and Treasurer	 
	 
	 	Alico Holdings LLC

 	 
	 	By:  	/s/ Brian T. Schreiber	 
	 	 	Name: Brian T. Schreiber	 
	 	 	Title:   Manager	 
	 
	 	American International Group, Inc.

 	 
	 	By:  	/s/ Brian T. Schreiber	 
	 	 	Name: Brian T. Schreiber	 
	 	 	Title:   Executive Vice President-Treasury

            and Capital Markets	 
	 



Coordination Agreement




 









 





Exhibit A

Preliminary Prospectus Supplement — Common Stock Offering

[Incorporated by reference to the prospectus supplement filed with the SEC pursuant to Rule 424B5 on March 1, 2011.]




A-1









 





Exhibit B

Preliminary Prospectus Supplement — AIG Equity Unit Public Offering

[Incorporated by reference to the prospectus supplement filed with the SEC pursuant to Rule 424B7 on March 1, 2011.]






B-1









 








Exhibit C

Amended and Restated Indemnification Collateral Account Security and

Control Agreement




C-1









 







 

 






Amended and Restated

Indemnification Collateral Account Security 

and Control Agreement 




among


MetLife, Inc.,

as Secured Party


ALICO Holdings LLC,

as Pledgor


Deutsche Bank Trust Company Americas,

as Securities Intermediary and Pledge Collateral Agent


Deutsche Bank Trust Company Americas,

as Stock Purchase Contract Agent


and


American International Group, Inc.


Dated as of March [•], 2011



 

 






 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	Page	 	 
	 
	 	 	 	 	 	 
	ARTICLE I

	Definitions

	 
	 	 	 	 	 	 
	SECTION 1.1 Certain Terms Defined; Interpretation

	 	 	2	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE II

	Grant of Security Interests; Financing Statements

	 
	 	 	 	 	 	 
	SECTION 2.1 Grant of Security Interests

	 	 	7	 	 	 
	SECTION 2.2 Financing Statements

	 	 	8	 	 	 
	SECTION 2.3 Satisfaction of Obligation to Transfer Collateral

	 	 	8	 	 	 
	SECTION 2.4 Name and Address of Pledgor

	 	 	8	 	 	 
	SECTION 2.5 Secured Party and Pledge Collateral Agent May Perform

	 	 	9	 	 	 
	SECTION 2.6 Secured Party and Pledge Collateral Agent Appointed Attorneys-in-Fact

	 	 	9	 	 	 
	SECTION 2.7 Taxes

	 	 	9	 	 	 
	SECTION 2.8 Voting Rights

	 	 	10	 	 	 
	SECTION 2.9 Ability to Enforce Collateral

	 	 	11	 	 	 
	SECTION 2.10 Security Interest Absolute

	 	 	13	 	 	 
	SECTION 2.11 Further Assurances

	 	 	13	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE III

	Appointment and Status of Securities Intermediary and Pledge Collateral Agent;

Indemnification Collateral Account

	 
	 	 	 	 	 	 
	SECTION 3.1 Appointment; Identification of Indemnification Collateral

	 	 	14	 	 	 
	SECTION 3.2 Status of Securities Intermediary

	 	 	14	 	 	 
	SECTION 3.3 Representations, Warranties and Covenants of Securities Intermediary

	 	 	15	 	 	 
	SECTION 3.4 Representations, Warranties and Covenants of Pledge Collateral Agent

	 	 	16	 	 	 
	SECTION 3.5 Representations, Warranties and Covenants of Pledgor

	 	 	17	 	 	 
	SECTION 3.6 Use of Depositories

	 	 	17	 	 	 
	SECTION 3.7 Merger, Conversion, Consolidation or Succession to Business

	 	 	17	 	 	 
	SECTION 3.8 Rights in Other Capacities

	 	 	17	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	Collateral Services

	 
	 	 	 	 	 	 
	SECTION 4.1 Delivery of Indemnification Collateral

	 	 	18	 	 	 
	SECTION 4.2 Release of Indemnification Collateral

	 	 	18	 	 	 
	SECTION 4.3 Substitutions

	 	 	19	 	 	 
	SECTION 4.4 Common Equity Units as Collateral.

	 	 	20	 	 	 
	SECTION 4.5 Treatment of Proceeds

	 	 	22	 	 	 
	SECTION 4.6 Exclusive Control

	 	 	22	 	 	 
	SECTION 4.7 Statements

	 	 	23	 	 	 
	SECTION 4.8 Notice of Adverse Claims

	 	 	23	 	 	 
	SECTION 4.9 Subordination of Lien; Set-off

	 	 	24	 	 	 
	SECTION 4.10 No Release Without Consent

	 	 	24	 	 	 






i









 






	 	 	 	 	 	 	 
	 	 	Page	 	 
	 
	 	 	 	 	 	 
	ARTICLE V

	General Terms and Conditions

	 
	 	 	 	 	 	 
	SECTION 5.1 Standard of Care; Limitation of Liability; Indemnification.

	 	 	24	 	 	 
	SECTION 5.2 No Obligation Regarding Quality of Collateral

	 	 	25	 	 	 
	SECTION 5.3 No Responsibility Concerning Indemnification Provisions

	 	 	26	 	 	 
	SECTION 5.4 No Duty of Oversight

	 	 	26	 	 	 
	SECTION 5.5 Advice of Counsel

	 	 	26	 	 	 
	SECTION 5.6 No Collection Obligations

	 	 	26	 	 	 
	SECTION 5.7 Fees and Expenses

	 	 	26	 	 	 
	SECTION 5.8 Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms.

	 	 	26	 	 	 
	SECTION 5.9 Certain Rights.

	 	 	27	 	 	 
	SECTION 5.10 Indemnification Collateral Account Disclosure

	 	 	29	 	 	 
	SECTION 5.11 Force Majeure

	 	 	29	 	 	 
	SECTION 5.12 No Implied Duties

	 	 	29	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	Miscellaneous

	 
	 	 	 	 	 	 
	SECTION 6.1 Resignation or Removal of Securities Intermediary and Pledge Collateral Agent

	 	 	29	 	 	 
	SECTION 6.2 Termination

	 	 	30	 	 	 
	SECTION 6.3 Certificates of Authorized Persons

	 	 	31	 	 	 
	SECTION 6.4 Notices.

	 	 	31	 	 	 
	SECTION 6.5 Cumulative Rights; No Waiver

	 	 	32	 	 	 
	SECTION 6.6 Severability; Amendments; Assignment

	 	 	32	 	 	 
	SECTION 6.7 Governing Law; Jurisdiction; Waiver of Immunity; Jury Trial Waiver

	 	 	32	 	 	 
	SECTION 6.8 No Third Party Beneficiaries

	 	 	32	 	 	 
	SECTION 6.9 Counterparts

	 	 	33	 	 	 
	SECTION 6.10 USA PATRIOT ACT

	 	 	33	 	 	 
	SECTION 6.11 Agreement of Stock Purchase Contract Agent

	 	 	33	 	 	 
	 
	 	 	 	 	 	 
	SCHEDULE I Contact Persons for Confirmation
	SI-1	 	 	 	 	 
	SCHEDULE II Investment Guidelines
	SII-1	 	 	 	 	 







ii








 





     This Amended and Restated Indemnification Collateral Account Security and Control
Agreement, dated as of March [•], 2011 (the “Agreement”), by and among MetLife, Inc., a
Delaware corporation, as secured party for its own benefit and for the benefit of all other
Acquiror Indemnified Parties (as defined in the Amended Stock Purchase Agreement referred to below)
(“Secured Party”), ALICO Holdings LLC, a Delaware limited liability company (“Pledgor”), Deutsche
Bank Trust Company Americas, a New York banking corporation, in its capacity as securities
intermediary hereunder (“Securities Intermediary”) and Deutsche Bank Trust Company Americas, a New
York banking corporation, as pledge collateral agent hereunder (“Pledge Collateral Agent”), for
certain limited purposes, Deutsche Bank Trust Company Americas, a New York banking corporation, in
its capacity as Stock Purchase Contract Agent (“Stock Purchase Contract Agent”) under the Pledge
Agreement described below, and, for certain limited purposes, American International Group, Inc., a
Delaware corporation (“AIG”).



W i t n e s s e t h:



     Whereas, Secured Party, AIG, and Pledgor have entered into a Stock Purchase
Agreement, dated as of March 7, 2010 (as the same may be amended from time to time, the “Stock
Purchase Agreement”), containing provisions in Article XI thereof for the indemnification of
Secured Party and the other Acquiror Indemnified Parties (Article XI thereof, other than the
provisions in Section 11.03 thereof, being referred to as the “Indemnification Provisions”);



     Whereas, pursuant to the Stock Purchase Agreement, Secured Party, AIG, Pledgor and
certain other parties named therein have entered into the Ancillary Agreements (as defined below),
in furtherance of the agreements and arrangements contemplated in the Stock Purchase Agreement;



     Whereas, pursuant to the Investor Rights Agreement, dated as of November 1, 2010 (as
the same may be amended from time to time, the “Investor Rights Agreement”), by and among Secured
Party, AIG and Pledgor, Secured Party has granted to Pledgor certain rights relating to the
registration of the Subject Securities (as defined therein) and set forth certain agreements with
respect to Pledgor’s ownership of the Securities (as defined therein) and Subject Securities;



     Whereas, Secured Party, AIG, and Pledgor have entered into the Coordination
Agreement, dated as of March [•], 2011 (as the same may be amended from time to time, the
“Coordination Agreement”), which, among other things, (i) amends certain indemnification provisions
of the Stock Purchase Agreement (the Stock Purchase Agreement, as amended by the Coordination
Agreement, the “Amended Stock Purchase Agreement”) and (ii) provides for a limited waiver of the
requirements and restrictions relating to the Subject Securities under the Investor Rights
Agreement (as amended, the “Amended Investor Rights Agreement”) solely in connection with the AIG
Public Offerings (as defined therein);



     Whereas, Secured Party and Deutsche Bank Trust Company Americas, a New York banking
corporation, as Stock Purchase Contract Agent, acting on behalf of all holders of Common Equity
Units (as defined below), including Pledgor, and Securities Intermediary in its capacity as
Collateral Agent (in such capacity, “Collateral Agent”), have entered into a Pledge Agreement,
dated as of November 1, 2010 (as the same may by amended from time to time, the



1









 




“Pledge Agreement”), in connection with the issuance of Common Equity Units to Pledgor as part
of the consideration paid to Pledgor by Secured Party pursuant to the Stock Purchase Agreement;




     Whereas, pursuant to the Stock Purchase Agreement, Secured Party, AIG and Pledgor
have entered into an Indemnification Collateral Account Security and Control Agreement, dated as of
November 1, 2010 (the “Indemnification Control Agreement”), whereby Securities Intermediary and
Pledge Collateral Agent act on behalf of Secured Party and Pledgor in respect of Indemnification
Collateral (as defined below) and Pledge Collateral (as defined below) delivered to Securities
Intermediary and Pledge Collateral Agent, respectively, by Pledgor for the benefit of Secured Party
(both for its own benefit and the benefit of the other Acquiror Indemnified Parties), subject to
the terms thereof;



     Whereas, pursuant to this Agreement, Pledgor desires to pledge to Secured Party, for
the benefit of Secured Party and the other Acquiror Indemnified Parties, the Indemnification
Collateral and the Pledge Collateral in order to secure the payment of Pledgor’s obligations to
Secured Party and the other Acquiror Indemnified Parties under the Indemnification Provisions, this
Agreement, and the Ancillary Agreements;



     Whereas, Secured Party, Pledgor, Securities Intermediary, Pledge Collateral Agent,
Stock Purchase Contract Agent and AIG desire to amend and restate the Indemnification Control
Agreement in its entirety;



     Now, Therefore, in consideration of the mutual promises set forth herein and for
other good and valuable consideration, the parties hereto agree as follows:



ARTICLE I

Definitions



     SECTION 1.1 Certain Terms Defined; Interpretation. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:



     (a) the terms defined in this Article I shall have the meanings assigned to them in this
Article I and, where the context requires, include the plural as well as the singular, and nouns
and pronouns of the masculine gender include the feminine and neuter genders;



     (b) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other subdivision;



     (c) the terms “bank,” “chattel paper,” “deposit account,” “entitlement holder,” “entitlement
order,” “financial asset,” “general intangible,” “investment property,” “payment intangible,”
“proceeds,” “security,” “security entitlement” and “securities intermediary” shall have the
meanings set forth in Articles 8 and 9 of the UCC (as defined below);



     (d) Section headings are included in this Agreement for convenience only and shall have no
substantive effect on its interpretation; and



2









 





     (e) the following terms have the meanings given to them in this Section 1.1(e):



     “Acquiror Indemnified Parties” shall have the meaning set forth in the Amended Stock Purchase
Agreement.



     “AIG” shall have the meaning set forth in the Preamble hereto.



     “AIG Equity Unit Public Offering” shall have the meaning set forth in the Coordination
Agreement.



     “Amended Investor Rights Agreement” shall have the meaning set forth in the Recitals hereto.



     “Amended Stock Purchase Agreement” shall have the meaning set forth in the Recitals hereto.



     “Ancillary Agreements” shall mean the Transition Services Agreement, the Amended Investor
Rights Agreement and the Special Asset Protection Agreement.



     “Authorized Person” shall mean any person, whether or not an officer or employee of a Secured
Party or Pledgor, duly authorized by a Secured Party or Pledgor, respectively, to give Written
Instructions on behalf of a Secured Party or Pledgor, respectively; each such person to be
designated in a Certificate of Authorized Persons which contains a specimen signature of such
person.



     “Business Day” shall have the meaning set forth in the Amended Stock Purchase Agreement.



     “Closing Date” shall have the meaning set forth in the Amended Stock Purchase Agreement.



     “Code” shall have the meaning set forth in the Amended Stock Purchase Agreement.



     “Collateral” shall have the meaning set forth in the Pledge Agreement.



     “Collateral Agent” shall have the meaning set forth in the Recitals hereto.



     “Common Equity Units” shall have the meaning set forth in the Stock Purchase Contract
Agreement.



     “Common Stock” shall mean the common stock, par value $0.01 per share, of Secured Party.



     “Coordination Agreement” shall have the meaning set forth in the Recitals hereto.



     [“Deposit Account” shall mean the [interest] bearing deposit account (Account No. [•])
designated “MetLife, Inc., Indemnification Coll A/C” (as the same may be redesignated,



3









 




renumbered or otherwise modified) established and maintained by the Securities Intermediary as
a bank in connection with the securities account.]




     “Depository” shall mean the Treasury/Reserve Automated Debt Entry System maintained at The
Federal Reserve Bank of New York for receiving and delivering securities, The Depository Trust
Company, Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, and any depository,
book-entry system or clearing agency (and their respective successors and assigns) authorized to
act as a securities depository or clearing agency, pursuant to applicable law and identified to
Pledgor from time to time.



     “Eligible Collateral” shall have the meaning set forth in the Indemnification Provisions.



     “Equity Units Net Proceeds” shall mean any Net Proceeds from the AIG Equity Unit Public
Offering



     “Excess Collateral Amount” shall have the meaning set forth in Section 4.2 hereof.



     “Fair Value” shall have the meaning set forth in Section 11.05 of the Amended Stock Purchase
Agreement.



     “Includible Amounts” shall have the meaning set forth in Section 2.7 hereof.



     “Indemnification Collateral” shall mean all of Pledgor’s right, title and interest, now or
hereafter existing, in and to the Indemnification Collateral Account (including the Deposit
Account), the Initial Collateral, the Pledge Collateral, all investment property, financial assets
and securities entitlements credited or required or agreed to be credited to the securities account
constituting part of the Indemnification Collateral Account, any and all funds credited to the
Deposit Account constituting part of the Indemnification Collateral Account, all dividends,
interest, cash, securities, instruments (as defined in Article 9 of the UCC), general and payment
intangibles (each as defined in Article 9 of the UCC), account (as defined in Article 9 of the
UCC), security entitlements, investment property and other financial assets at any time and from
time to time received, receivable or otherwise distributed in respect of or in exchange for, or as
a renewal of, or reinvestment for, or substitution of, amounts or property in the Indemnification
Collateral Account, all rights, powers, remedies and privileges of Pledgor under or with respect to
the Indemnification Collateral Account or any of the foregoing and under or with respect to the
Stock Purchase Contract Agreement, all deposit accounts, general and payment intangibles (each as
defined in Article 9 of the UCC), accounts (as defined in Article 9 of the UCC) and chattel paper
related to or associated with any of the foregoing, and all proceeds and returns of and from any of
the foregoing.



     “Indemnification Collateral Account” shall mean the securities account (Account No. S54232.6)
established and maintained by Securities Intermediary and designated “MetLife, Inc.,
Indemnification Coll A/C” (as the same may be redesignated, renumbered or otherwise modified), and
the Deposit Account.



     “Indemnification
Instruction, Waiver and Acknowledgment” means the
Indemnification Collateral Substitution Instruction, Waiver and Acknowledgment to be
entered into by Secured Party, Pledgor, Securities Intermediary, Pledge Collateral Agent,
Stock Purchase Contract Agent and AIG, promptly following the pricing of the AIG
Equity Units Public Offering and delivered to the Securities Intermediary in accordance
with Section 6.6(a) of the Coordination Agreement, which will waive certain provisions
of this Agreement in order to permit the release of Common Equity Units and the
substitution of cash therefor and specify the amounts thereof, all as set forth in Section
6.6(b) and Section 6.6(g) of the Coordination Agreement.



4









 









     “Indemnification Provisions” shall have the meaning set forth in the Recitals hereto.



     “Initial Collateral” shall mean Eligible Collateral required by the Indemnification Provisions
to be credited to the Indemnification Collateral Account on the Closing Date, the particular
composition of such Eligible Collateral for these purposes to be determined pursuant to the Amended
Stock Purchase Agreement.



     “Interest” shall have the meaning set forth in Section 3.2 hereof.



     [“Interest Rate” means an interest rate per annum equal to the average of the three month LIBOR
for United States dollars that appears on page LIBOR 01 (or a successor page) of the Reuters Screen
as of 11:00 a.m. (London time) on each day during the period for which interest is to be paid.]



     “Investment Guidelines” shall mean the investment guidelines set forth as Schedule II hereto.



     “Investor Rights Agreement” shall have the meaning set forth in the Recitals hereto.



     “Liquidation Cash Proceeds” shall have the meaning set forth in Section 2.9 hereof.



     “Law” shall have the meaning set forth in the Amended Stock Purchase Agreement.



     “Losses” shall have the meaning set forth in Section 5.1 hereof.



     “Managing Underwriter” means Goldman, Sachs & Co., as an underwriter in connection with the
AIG Equity Unit Public Offering.



     “Net Proceeds” shall mean, with respect to any offer of securities, the aggregate proceeds
received by the applicable offeror, less underwriting discounts and commissions to be paid to the
underwriter(s) in connection with the applicable offering.



     “Notice of Enforcement” shall mean a notice pursuant to Section 2.9 hereof that a Secured
Party is enforcing its rights against all or any portion of the Indemnification Collateral.



     “Obligations” shall mean all present and future obligations and liabilities (whether actual or
contingent) of Pledgor to Secured Party and the other Acquiror Indemnified Parties under this
Agreement, the Indemnification Provisions and the Ancillary Agreements.



     “Permitted Investments” shall mean any of the investments in which any cash, from time to
time, contained in the Indemnification Collateral Account and forming part of the Indemnification
Collateral, is invested by the Securities Intermediary in accordance with the Investment
Guidelines.



5









 





     “Person” shall mean a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision thereof or any
other entity of whatever nature.



     “Pledge Agreement” shall have the meaning set forth in the Recitals hereto.



     “Pledge Collateral” shall mean all Pledgor’s right, title and interest, now or hereafter
existing, in and to the Collateral that is credited, or required under this Agreement and the
Pledge Agreement to be credited, to (or that is otherwise related to) the Pledge Collateral
Accounts established under the Pledge Agreement, all dividends, interest, cash, securities,
instruments (as defined in Article 9 of the UCC), security entitlements, investment property and
other financial assets at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for, or as a renewal of, or reinvestment for, or
substitution of, amounts or property in the Pledge Collateral Accounts, all rights, powers,
remedies and privileges of Pledgor under or with respect to the Collateral, the Pledge Collateral
Accounts or any of the foregoing, the Stock Purchase Contracts associated with the Common Equity
Units from time to time credited or required to be credited to the Indemnification Collateral
Account, all deposit accounts, general or payment intangibles, accounts (as defined in Article 9 of
the UCC), instruments (as defined in Article 9 of the UCC) and chattel paper related to or
associated with any of the foregoing, and all proceeds and returns of and from any of the
foregoing.



     “Pledge Collateral Accounts” shall mean the Pledged Unit Subaccounts established under Section
11.11 of the Pledge Agreement to hold the Collateral that secures the performance of Pledgor
(referred to as the “Initial Holder” in the Pledge Agreement) under the Stock Purchase Contracts
that relate to and form part of the Common Equity Units constituting a portion of the
Indemnification Collateral and under the Pledge Agreement.



     “Pledge Collateral Agent” shall have the meaning set forth in the Preamble hereto.



     “Pledgor” shall have the meaning set forth in the Preamble hereto.



     “Secured Party” shall have the meaning set forth in the Preamble hereto.



     “Securities Intermediary” shall have the meaning set forth in the Preamble hereto.



     “Special Asset Protection Agreement” shall mean the Special Asset Protection Agreement, dated
as of November 1, 2010, by and among Secured Party, Pledgor, AIG and American Life Insurance
Company, a Delaware-domiciled insurance company, as the same may be amended from time to time.



     “Stock Purchase Agreement” shall have the meaning set forth in the Recitals hereto.



     “Stock Purchase Contract” shall have the meaning set forth in the Stock Purchase Contract
Agreement.



6









 





     “Stock Purchase Contract Agent” shall have the meaning set forth in the Preamble hereto.



     “Stock Purchase Contract Agreement” shall mean the Stock Purchase Contract Agreement, to be
dated as of November 1, 2010, between Secured Party and Stock Purchase Contract Agent, as the same
may be amended from time to time.



     “Tax” shall have the meaning set forth in the Amended Stock Purchase Agreement.



     “Tax Authority” shall have the meaning set forth in the Amended Stock Purchase Agreement.



     “Tax Law” shall have the meaning used in the Amended Stock Purchase Agreement.



     “Tax Returns” shall have the meaning set forth in the Amended Stock Purchase Agreement.



     “Transition Services Agreement” shall mean the Transition Services Agreement, dated as of
November 1, 2010, by and between Secured Party and AIG, as the same may be amended from time to
time.



     “Treasury Security” has the meaning set forth in the Stock Purchase Contract Agreement.



     “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of
New York.



     “Unpaid Obligation Amount” shall have the meaning set forth in Section 2.9 hereof.



     “Written Instructions” shall mean written communications received by Securities Intermediary
or Pledge Collateral Agent via letter, facsimile transmission, or other method or system specified
by Securities Intermediary or Pledge Collateral Agent, as the case may be, as available for use in
connection with this Agreement.



ARTICLE II

Grant of Security Interests; Financing Statements




     SECTION 2.1 Grant of Security Interests. As security for the Obligations, Pledgor hereby
pledges to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified
Parties), and grants to Secured Party (for its own benefit and the benefit of the other Acquiror
Indemnified Parties) a security interest in, the Indemnification Collateral. For the protection of
such security interest and pledge and as further security for the Obligations, Pledgor also pledges
to Pledge Collateral Agent for the benefit of Secured Party, and grants to Pledge Collateral Agent
for the benefit of Secured Party a security interest in, the Pledge Collateral.



7









 





     SECTION 2.2 Financing Statements. Pledgor agrees to take all actions which may be necessary
or advisable under all applicable laws to perfect the security interests created and granted by
this Agreement in favor of Secured Party (for its own benefit and the benefit of the other Acquiror
Indemnified Parties) and Pledge Collateral Agent against Pledgor, to ensure that the security
interest of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified
Parties) in the Indemnification Collateral is a first priority lien, senior and prior in right of
claim to any creditors claiming an interest in and to the Indemnification Collateral (except as
provided below with respect to the Pledge Collateral), and to ensure that the security interest of
Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) in
the Pledge Collateral granted to Pledge Collateral Agent for the benefit of Secured Party (for its
own benefit and the benefit of the other Acquiror Indemnified Parties) pursuant to this Agreement
for the purpose of securing the Obligations ranks pari passu with the security interest in the
Pledge Collateral granted to Collateral Agent pursuant to the Pledge Agreement for the benefit of
Secured Party. In furtherance thereof, Pledgor hereby authorizes the Secured Party to record and
file with the appropriate filing office, at Pledgor’s own expense, UCC-1 financing statements
(including any continuation statements with respect to such financing statements when applicable)
with respect to the security interests in the Indemnification Collateral and the Pledge Collateral
granted to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified
Parties) and Pledge Collateral Agent, respectively, pursuant to this Agreement, and Secured Party
shall deliver a file-stamped copy of such financing statements or continuation statements to
Pledgor. Secured Party hereby acknowledges on its own behalf and on behalf of the other Acquiror
Indemnified Parties that portions of the Pledge Collateral are subject to the lien created under,
and the rights in favor of the Collateral Agent granted by, the terms of the Pledge Agreement and
agrees (i) not to exercise any of its remedies hereunder with respect to any Common Equity Unit
that is not a Pledged Unit and (ii) not to take any action under this Agreement with respect to the
Pledge Collateral relating to any Pledged Unit with respect to which its remedies hereunder are not
being exercised.



     SECTION 2.3 Satisfaction of Obligation to Transfer Collateral. Pledgor will be required to
deliver Indemnification Collateral as follows: (i) in the case of cash, payment or delivery to the
Indemnification Collateral Account; (ii) in the case of certificated securities that cannot be
delivered by book-entry, delivery in appropriate physical form to Securities Intermediary
accompanied by duly executed instruments of transfer properly completed and executed in blank;
(iii) in the case of securities that can be delivered in book-entry form, the giving of written
instructions to the issuer or the appropriate securities intermediary sufficient if complied with
to result in a legally effective transfer of the relevant interest to Securities Intermediary; and
(iv) in the case of uncertificated securities that cannot be delivered in book-entry form, the
giving of instructions to the issuer or its transfer agent sufficient if complied with to result in
a legally effective transfer of the relevant interest to the Securities Intermediary. In the case
of Pledge Collateral, Stock Purchase Contract Agent, Pledgor, Secured Party, Securities
Intermediary and Pledge Collateral Agent agree to take such actions as may be necessary to ensure
that the Pledge Collateral required to be credited to the Pledge Collateral Accounts under the
Pledge Agreement is properly so credited in the manner required by the Pledge Agreement.



     SECTION 2.4 Name and Address of Pledgor. Pledgor represents that its exact legal name is
ALICO Holdings LLC and that it is a Delaware limited liability company and its mailing



8









 




address is: ALICO Holdings LLC, c/o American International Group, Inc., 80 Pine Street, New
York, New York 10005. Pledgor covenants with Secured Party (for its own benefit and the benefit of
the other Acquiror Indemnified Parties) as follows:




          (i) without providing at least ten (10) days’ prior written notice to Secured Party (or such
shorter period as may be agreed at any time by Secured Party in writing), it will not change its
name or its mailing address, and




          (ii) without the prior written consent of Secured Party, not to be unreasonably withheld, it
will not change its type of organization, jurisdiction of organization or other legal structure.




     SECTION 2.5 Secured Party and Pledge Collateral Agent May Perform. If Pledgor fails to
perform any of its obligations under this Agreement, Secured Party may itself perform, or cause
performance of, such obligations with respect to the Indemnification Collateral, and Pledge
Collateral Agent, pursuant to instructions from Secured Party, may itself perform, or cause
performance of, such obligations with respect to the Pledge Collateral, and the expense of Secured
Party or Pledge Collateral Agent incurred in connection with such performance shall be payable by
Pledgor.



     SECTION 2.6 Secured Party and Pledge Collateral Agent Appointed Attorneys-in-Fact. Pledgor
hereby irrevocably constitutes and appoints Secured Party, Pledge Collateral Agent and any officer
or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with
full irrevocable power and authority in the place and stead of Pledgor or in Secured Party’s or
Pledge Collateral Agent’s own name (but for the benefit of Secured Party and the other Acquiror
Indemnified Parties), for the purpose of carrying out the terms of this Agreement, to take any and
all appropriate action and to execute any and all documents and instruments that may be necessary
or useful to accomplish the purposes of this Agreement, including, without limitation, taking any
action which may be necessary in any applicable jurisdiction to perfect and to maintain the
perfection and priority of Secured Party’s interest in the Indemnification Collateral Account and
the Indemnification Collateral and Pledge Collateral Agent’s security interest (for the benefit of
Secured Party and the other Acquiror Indemnified Parties) in the Pledge Collateral and the Pledge
Collateral Accounts, including, without limitation, the filing of any financing and continuation
statements in any applicable jurisdiction and to take any action and to execute any instrument,
representing any dividend, interest payment or other distribution in respect of the Indemnification
Collateral or the Pledge Collateral or any part thereof and to give full discharge for the same as
Secured Party or Pledge Collateral Agent (for the benefit of Secured Party and the other Acquiror
Indemnified Parties) may deem necessary or advisable to accomplish the purpose of this Agreement.
To the extent permitted by law, Pledgor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest
and is irrevocable.



     SECTION 2.7 Taxes. Pledgor will include all income and gain, including any accrued income or
gain, to the extent any such income or gain is required to be taken into account for Tax purposes
pursuant to applicable Tax Law, on or with respect to the Eligible Collateral and Indemnification
Collateral held in the Indemnification Collateral Account and the Pledge Collateral held in any
Pledge Collateral Account including all gains, dividends, interest,



9









 




proceeds, returns and other amounts (such amounts, the “Includible Amounts”) in Pledgor’s
gross income for federal, state, local and other Tax purposes, whether or not the Includible
Amounts have been distributed, and the Includible Amounts shall be reported, as and to the extent
required by Law, by the Securities Intermediary and Pledge Collateral Agent to the IRS, or any
other relevant Tax Authority, on IRS Form 1099 or 1042S (or other appropriate form) as income and
gain earned by the Pledgor, and Pledgor shall duly pay any Taxes resulting therefrom. Any other
Tax Returns required to be filed will be prepared and filed by Pledgor with the IRS and any other
relevant Tax Authority as required by law. Pledgor shall indemnify the Secured Party against any
and all Taxes relating to the Eligible Collateral, Indemnification Collateral or Pledge Collateral,
including all Taxes imposed on a Secured Party to the extent that the Secured Party is required by
applicable Tax Law (including section 468B of the Code and any temporary or final regulations
issued thereunder) to include any Includible Amounts in the Secured Party’s gross income for
federal, state, local or other Tax purposes and all Taxes resulting from the disposition or
transfer of the Eligible Collateral, Indemnification Collateral or Pledge Collateral (including any
transfer or disposition that is made in order to satisfy the payment of an Unpaid Obligation
Amount), and Pledgor’s right to indemnity with respect to such Taxes shall be considered an Unpaid
Obligation Amount for purposes of this Agreement. The Securities Intermediary and the Pledge
Collateral Agent are holding the Indemnification Collateral Account and the Pledge Collateral
Accounts for the benefit of the Secured Party and not for their own account. Pledgor shall pay or
reimburse the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities
Intermediary upon request for any transfer taxes or other taxes relating to the Indemnification
Collateral or the Pledge Collateral incurred in connection herewith and shall indemnify and hold
harmless the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities
Intermediary from any amounts that they are obligated to pay in the way of such taxes. Any
payments of income from the Indemnification Account or the Pledge Collateral Accounts shall be
subject to withholding regulations then in force with respect to United States taxes. The Pledgor
shall provide the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities
Intermediary with appropriate W-9 forms for tax identification number certifications, or W-8 forms
for non-resident alien certifications. Except as otherwise provided herein, the Pledgor shall be
entitled to any interest earnings in the Indemnification Account and the Pledge Collateral
Accounts. It is understood that the Pledge Collateral Agent and the Securities Intermediary shall
only be responsible for income reporting with respect to income earned on the Pledge Collateral
Accounts and the Indemnification Account and will not be responsible for any other reporting. This
paragraph shall survive notwithstanding any termination of this Agreement or the resignation or
removal of the Stock Purchase Contract Agent, the Pledge Collateral Agent or the Securities
Intermediary.




     SECTION 2.8 Voting Rights. Pledgor shall be entitled to exercise any and all voting and
other consensual rights, if any, pertaining to the Indemnification Collateral, the Pledge
Collateral or any part thereof for any purpose, subject to the limitations set forth in the Amended
Investor Rights Agreement. Neither Pledge Collateral Agent nor Securities Intermediary shall have
any obligation to or responsibilities with respect to the exercise of voting or any other
consensual rights pertaining to the Indemnification Collateral, the Pledge Collateral or any part
thereof.



     SECTION 2.9 Ability to Enforce Collateral. In accordance with the terms of this Agreement,
the Indemnification Provisions and the Ancillary Agreements, from time to time,



10









 




Secured Party may determine that it or any of the other Acquiror Indemnified Parties is owed
an amount in respect of the Obligations, which amount may be equal in value to all or any part of
the amount to the credit of the Indemnification Collateral Account. In such event, which may occur
multiple times as provided in the agreements or provisions constituting the Obligations, Secured
Party is entitled in accordance with the Indemnification Provisions to make a demand upon Pledgor
for, or otherwise receive, payment for such Obligations (for its own benefit or the benefit of the
other applicable Acquiror Indemnified Parties). Pursuant to Section 11.05(a) of the Amended Stock
Purchase Agreement, Pledgor may in some instances satisfy such demand by delivering Eligible
Collateral that is credited to the Indemnification Collateral Account with a Fair Value equal to
the amount demanded; provided, however, that any such delivery of Eligible Collateral will be made
in the following order of priority: (i) first, in cash and Permitted Investments then held in the
Indemnification Collateral Account; provided, that any such Permitted Investments shall have been
liquidated into cash in accordance with the Investment Guidelines (the “Liquidation Cash Proceeds”)
prior to making any such delivery from the Indemnification Collateral Account; and (ii), only to
the extent that the aggregate Fair Value of the cash and such Liquidation Cash Proceeds then held
in the Indemnification Collateral Account is less than the amount required to be delivered by the
Pledgor, second, by delivery of any cash and such Liquidation Cash Proceeds then held in the
Indemnification Collateral Account, plus such number of Common Equity Units credited to the
Indemnification Collateral Account the Fair Value of which equals the amount required to be so
delivered less the Fair Value of any such cash and Liquidation Cash Proceeds then held in the
Indemnification Control Account.




     Upon receipt from Pledgor of a request complying with the requirements of such Section
11.05(a) that some or all of the amount demanded be paid using Eligible Collateral constituting
Indemnification Collateral, Secured Party agrees to instruct Securities Intermediary to withdraw
the requested amount of cash from the Indemnification Collateral Account and/or debit the requested
number of Common Equity Units and transfer such cash and/or Common Equity Units to such account as
Secured Party may designate in payment of Obligations with a Fair Value represented by such
transferred cash and/or Common Equity Units. Securities Intermediary may conclusively assume, in
complying with such instructions from the Secured Party, that Secured Party has received the
foregoing request from Pledgor and that the amount of Eligible Collateral to be withdrawn as
specified in such instructions is in the proper amount and shall comply with such instructions as
soon as practicable.



     The failure of Pledgor to satisfy such demand or make such payment in full (in either case,
regardless of whether such demand is permitted by the Indemnification Provisions to be satisfied by
Pledgor prior to default by delivering a request to Secured Party in the manner described above
that Secured Party debit Eligible Collateral from the Indemnification Collateral Account), after
compliance by Secured Party with the terms of the applicable provisions or agreement constituting
the relevant Obligations and the terms of the Indemnification Provisions, including, without
limitation, any terms relating to the resolution of disagreements regarding the amount or existence
of any indemnification or other Obligation, shall constitute a default hereunder. It shall also
constitute a default hereunder if, in the case of any payment required to be made under Article II,
Section 6.12 or Sections 11.02(a)(vii),(viii) or (ix) of the Amended Stock Purchase Agreement or
the non-indemnification provisions of any Ancillary Agreement, or



11









 




pursuant to the Special Asset Protection Agreement, the Pledgor and AIG shall fail to make
such payment in full in accordance with Sections 6.24 and 11.05(a)(i) and (ii) of the Amended Stock
Purchase Agreement.




     Upon the occurrence of a default for any of the reasons set forth above, Secured Party may
exercise in respect of the Indemnification Collateral, and Pledge Collateral Agent may, for the
benefit of Secured Party (whether for Secured Party’s benefit or for the benefit of other Acquiror
Indemnified Parties) and upon the instructions of Secured Party, exercise in respect of the Pledge
Collateral (subject to the last sentence of Section 2.2), in addition to other rights and remedies
provided for herein or in Section 11.05(a) of the Amended Stock Purchase Agreement or otherwise
available to it, all the rights and remedies of a secured party on default under the UCC, or under
other applicable law, with respect to such portions of the Indemnification Collateral having in the
aggregate a value equal to the amount of the Obligations then due to Secured Party but unpaid (the
“Unpaid Obligation Amount”), such value to equal, to the extent Eligible Collateral is applied, the
Fair Value of such Eligible Collateral and otherwise to equal such other amount as shall be
determined in a manner consistent with applicable law. Any instructions from Secured Party shall
specify the portions of the Indemnification Collateral with respect to which such remedies shall be
exercised as specified in Section 11.05 of the Amended Stock Purchase Agreement and shall certify
that such Indemnification Collateral has the value required by the preceding sentence.



     Secured Party may also, without notice except as required by law, upon the occurrence and
during the continuance of any such default direct Securities Intermediary from time to time, to the
extent permitted by law, to (i) transfer, deliver, and pay over to Secured Party, or as Secured
Party directs, all or any part of the Indemnification Collateral and the proceeds thereof
(including, without limitation, any distributions of cash and securities made in respect of the
Indemnification Collateral (which, for the avoidance of doubt shall include any interest earned on
the funds in the deposit account and any dividends, interest, distributions, amounts received in
respect of redemption and all other proceeds of any Permitted Investments earned or accrued after
such time), including Pledge Collateral to the extent it relates to Pledged Units being applied to
the payment of any Unpaid Obligation Amount) in an amount up to the Unpaid Obligation Amount and
Secured Party may apply any cash received from Securities Intermediary to the payment of the
Obligations then due to Secured Party but unpaid, and (ii) sell the Indemnification Collateral in
an amount up to the Unpaid Obligation Amount or any part thereof in one or more parcels at public
or private sale, at any exchange, broker’s board or at any of Secured Party’s or Securities
Intermediary’s offices or elsewhere, for cash, on credit or for future delivery, and upon such
other terms as Secured Party may deem commercially reasonable, and Secured Party may instruct
Pledge Collateral Agent, as secured party for the benefit of Secured Party (for its own benefit and
the benefit of the other Acquiror Indemnified Parties), to take such action with respect to the
Pledge Collateral (subject to the last sentence of Section 2.2), including, without limitation, the
transfer at the time specified by Secured Party of any such Pledge Collateral out of any Pledged
Unit Subaccount to the appropriate other subaccount under the Pledge Agreement, as may be necessary
or desirable to effectuate the transfer or sale of Indemnification Collateral described above;
provided, that the aggregate value (calculated as provided in the Amended Stock Purchase Agreement
and herein) of the Indemnification Collateral, any such transferred Pledge Collateral and the
proceeds of the disposition thereof



12









 




applied to the payment of the Obligations at any time shall not exceed the Unpaid Obligation
Amount at such time, the amount of the Unpaid Obligations to be certified to Securities
Intermediary and Pledge Collateral Agent; and provided, further, that Secured Party shall not
exercise, or cause Pledge Collateral Agent to exercise, any rights with respect to the Pledge
Collateral that would breach the covenant set forth in the last sentence of Section 2.2 or that
would adversely affect the operation of the Pledge Agreement, any Stock Purchase Contract or the
Stock Purchase Contract Agreement.




     Pledgor acknowledges that to the extent the Indemnification Collateral credited to the
Indemnification Collateral Account or the Pledge Collateral credited to the Pledge Collateral
Accounts under the Pledge Agreement is of a type sold in a recognized market, no notice by Secured
Party or Pledge Collateral Agent to Pledgor shall be required prior to the sale of any
Indemnification Collateral or Pledge Collateral hereunder. In the event such notice is given,
neither Secured Party nor Pledge Collateral Agent shall be obligated to make any sale of
Indemnification Collateral or Pledge Collateral regardless of such notice having been given.
Secured Party or Pledge Collateral Agent, as the case may be, may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned. Upon any sale
or transfer of any Common Equity Units contained in the Indemnification Collateral, whether upon
Secured Party’s exercise of its rights as a secured party hereunder or upon the instructions of
Pledgor in connection with a substitution of Indemnification Collateral, the Pledge Collateral
associated with such Common Equity Units being sold shall, if such Common Equity Units shall
continue to be outstanding after such sale or other transfer, be transferred from the Pledge
Collateral Accounts to the other appropriate subaccounts with the Collateral Agent under the Pledge
Agreement.



     SECTION 2.10 Security Interest Absolute. All rights of Secured Party and Pledge Collateral
Agent for benefit of the Secured Party and the security interests granted hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (i) any
change in time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure from the
Indemnification Provisions; (ii) any exchange, release or non-perfection of any other collateral,
or any release or amendment or waiver of or consent to departure from any guaranty, for all or any
of the Obligations; or (iii) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Pledgor in respect of the Obligations other than full and final
payment thereof.



     SECTION 2.11 Further Assurances. Pledgor, Secured Party, Securities Intermediary and Pledge
Collateral Agent agree that, at any time and from time to time at the expense of Pledgor, Pledgor
shall promptly execute and deliver all further instruments and documents and take all further
action that may be necessary or desirable or that Secured Party, Securities Intermediary or Pledge
Collateral Agent (upon the instructions of Secured Party, in the case of Securities Intermediary or
Pledge Collateral Agent) may reasonably request in order to create, perfect, and protect any pledge
or security interest granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce its rights and remedies hereunder with respect to the Indemnification
Collateral and to enable Pledge Collateral Agent to exercise and enforce for



13









 




the benefit of Secured Party its rights and remedies hereunder with respect to the Pledge
Collateral. If Pledgor shall fail to execute such instruments or documents or to take such further
action, Securities Intermediary or Pledge Collateral Agent, upon the instructions of Secured Party,
may do so in Pledgor’s stead in their own names or as Pledgor’s attorneys-in-fact, and at Pledgor’s
expense.




ARTICLE III

Appointment and Status of Securities Intermediary and

Pledge Collateral Agent;

Indemnification Collateral Account



     SECTION 3.1 Appointment; Identification of Indemnification Collateral. Secured Party and
Pledgor hereby appoint Securities Intermediary and Pledge Collateral Agent to perform their
respective duties as set forth herein and authorize Securities Intermediary to hold that portion of
the Indemnification Collateral consisting of cash or securities in the Indemnification Collateral
Account and Pledge Collateral Agent to hold that portion of the Pledge Collateral required to be so
held in the Pledge Collateral Accounts established under the Pledge Agreement in the name of the
Securities Intermediary or the name of its nominees, except as otherwise provided in the Pledge
Agreement. Securities Intermediary and Pledge Collateral Agent hereby accept such appointments and
agree to establish and maintain the Indemnification Collateral Account and the Pledge Collateral
Accounts under the Pledge Agreement and this Agreement and maintain appropriate records identifying
the Indemnification Collateral in the Indemnification Collateral Account as pledged by Pledgor to
Secured Party and the Pledge Collateral in the Pledge Collateral Accounts as pledged by Pledgor to
Pledge Collateral Agent for benefit of Secured Party. Pledgor hereby authorizes Securities
Intermediary to, and Securities Intermediary agrees with Pledgor, Secured Party and Pledge
Collateral Agent that Securities Intermediary will, comply with all Written Instructions, including
entitlement orders relating to the securities account that is part of the Indemnification
Collateral Account and instructions relating to the disposition of funds in the deposit account
that is part of the Indemnification Collateral Account, originated by Secured Party with respect to
the Indemnification Collateral, and that it will comply with all Written Instructions of Pledge
Collateral Agent with respect to the Pledge Collateral Accounts, without further consent or
direction from Pledgor or any other party. Pledge Collateral Agent agrees with Secured Party that
it will act as secured party for benefit of Secured Party with respect to the Pledge Collateral and
the Pledge Collateral Accounts under the Pledge Agreement and will comply with all Written
Instructions originated by Secured Party with respect to the Pledge Collateral and the Pledge
Collateral Accounts without further consent or direction from Pledgor or any other party.



     SECTION 3.2 Status of Securities Intermediary; Investment of Funds. Securities Intermediary
represents that it is a securities intermediary within the meaning of Section 8-102(a)(14) of the
UCC with respect to the Indemnification Collateral Account and Pledge Collateral Accounts.
Pledgor, Secured Party, Pledge Collateral Agent and Securities Intermediary intend that all assets,
including cash, held in the securities account constituting part of the Indemnification Collateral
Account and in the Pledge Collateral Accounts under the



14









 




Pledge Agreement shall be treated as financial assets, but agree that any cash being held in
the Indemnification Collateral Account shall be held in the deposit account of the Securities
Intermediary that comprises part of the Indemnification Collateral Account. The parties agree that
Securities Intermediary is a bank with respect to any deposit account comprising part of the
Indemnification Collateral Account. The parties further agree that any cash held in the
Indemnification Collateral Account shall, at the written instruction of the Pledgor, (i) be invested in Permitted Investments and credited to
the securities account constituting part of the Indemnification Collateral Account [or, (ii) to the
extent not invested in Permitted Investments, bear interest in the deposit account from the date
such funds are credited to the Indemnification Collateral Account at a rate at least equal to or
greater than the Interest Rate (the “Interest”)].




     SECTION 3.3 Representations, Warranties and Covenants of Securities Intermediary. Securities
Intermediary represents and warrants to, and covenants with, Secured Party and Pledgor as follows:



          (i) While it is acting as Securities Intermediary hereunder, Securities Intermediary will
remain qualified as a securities intermediary and as a bank. Securities Intermediary, in the
ordinary course of its business, maintains and, while it is acting as Securities Intermediary
hereunder, will continue to maintain securities accounts for others, and, while it is acting as
Securities Intermediary hereunder, will continue to make deposit accounts available to customers.




          (ii) The portion of the Indemnification Collateral Account that is intended to be a securities
account and the Pledge Collateral Accounts are and will be maintained by Securities Intermediary as
securities accounts to which financial assets are or may be credited, and the portion of the
Indemnification Collateral Account that is intended to be a deposit account will be maintained as a
deposit account by Securities Intermediary in its capacity as a bank.




          (iii) Except for the rights and interests of Secured Party, Pledge Collateral Agent and
Pledgor described in this Agreement and the Pledge Agreement, Securities Intermediary has not been
advised of any right or claim (including any adverse claim) to, or interest in, the Indemnification
Collateral Account, the Indemnification Collateral, the Pledge Collateral or the Pledge Collateral
Accounts.




          (iv) All property delivered to Securities Intermediary to be credited to the securities
account constituting part of the Indemnification Collateral Account or to the Pledge Collateral
Accounts will be in the possession of Securities Intermediary or to its credit on the books of
other securities intermediaries or Depositories in a quantity corresponding to the types and
aggregate amounts credited to such securities account and all other securities accounts maintained
by Securities Intermediary.




          (v) Securities Intermediary will not change the names or account numbers of either the
securities account or the deposit account constituting part of the Indemnification Collateral
Account, or of the Pledge Collateral Accounts, without the prior written consent of Secured Party.







15









 








          (vi) Other than this Agreement and the Pledge Agreement, Securities Intermediary has not
entered into and will not enter into any agreement with any person relating to the Indemnification
Collateral, the Indemnification Collateral Account or any financial asset or cash credited to it or
to the Pledge Collateral, and the Pledge Collateral Accounts or any financial asset or cash
credited to them, including any control agreement or any agreement that purports to limit or
condition the obligation of Securities Intermediary to comply with entitlement orders or
instructions of Secured Party or the entitlement orders of Pledge Collateral Agent. Securities
Intermediary has not agreed to comply, will not comply and will not agree to comply with
entitlement orders or instructions of any Person other than Secured Party with respect to the
Indemnification Collateral Account or the Indemnification Collateral and Pledge Collateral Agent
with respect to the Pledge Collateral and the Pledge Collateral Accounts.




          (vii) The “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the
UCC) of Securities Intermediary is and will remain for the term of this Agreement the State of New
York and the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) in respect of
the Deposit Account is and will remain for the term of this Agreement the State of New York.




     SECTION 3.4 Representations, Warranties and Covenants of Pledge Collateral Agent. Pledge
Collateral Agent represents and warrants to, and covenants with, Secured Party as follows:



     (a) Except for the rights and interests of Secured Party and Pledgor described in this
Agreement and the Pledge Agreement, Pledge Collateral Agent has not been advised of any right or
claim (including any adverse claim) to or interest in the Pledge Collateral or the Pledge
Collateral Accounts.



     (b) All property delivered to Pledge Collateral Agent to be credited to the Pledge Collateral
Accounts will be in the possession of Securities Intermediary or to its credit on the books of
other securities intermediaries or Depositories in a quantity corresponding to the types and
aggregate amounts credited to such securities account and all other securities accounts maintained
by Securities Intermediary.



     (c) Pledge Collateral Agent will not change the names or account numbers of the Pledge
Collateral Accounts without the prior written consent of Secured Party.



     (d) Other than this Agreement and the Pledge Agreement, Pledge Collateral Agent has not
entered into and will not enter into any agreement with any Person relating to the Pledge
Collateral Accounts, including any control agreement or any agreement that purports to limit or
condition the obligation of Pledge Collateral Agent to follow the instructions of Secured Party or
of Securities Intermediary to comply with entitlement orders or instructions of Pledge Collateral
Agent with respect to the Pledge Collateral Accounts. Pledge Collateral Agent has not agreed to
comply, will not comply and will not agree to comply with entitlement orders or any other
instructions of any person other than Secured Party with respect to the Pledge Collateral and the
applicable Collateral Accounts, except as set forth in the Pledge Agreement.



16









 





     SECTION 3.5 Representations, Warranties and Covenants of Pledgor. Pledgor represents and
warrants to, and covenants with, Secured Party, Pledge Collateral Agent and Securities Intermediary
as follows:



     (a) It has not granted and will not grant, or permit to exist, any security or other interest
in or any right or claim (including any adverse claim) to the Indemnification Collateral Account,
the Indemnification Collateral, the Pledge Collateral or the Pledge Collateral Accounts except
those contemplated by this Agreement and the Pledge Agreement; and



     (b) Other than this Agreement, the Pledge Agreement and any customary funds transfer, account
or other customer agreement with Securities Intermediary not inconsistent with this Agreement,
Pledgor has not entered into and will not enter into any agreement with any person relating to the
Indemnification Collateral Account, the Indemnification Collateral, the Pledge Collateral or the
Pledge Collateral Accounts.



     SECTION 3.6 Use of Depositories. Secured Party and Pledgor hereby authorize Securities
Intermediary to utilize Depositories in connection with its performance hereunder. Indemnification
Collateral or Pledge Collateral held by Securities Intermediary in a Depository will be held
subject to the rules, terms and conditions of such Depository. Where Indemnification Collateral or
Pledge Collateral is held in a Depository, Securities Intermediary shall identify on its records as
belonging to Pledgor and pledged to Secured Party or Pledge Collateral Agent for the benefit of
Secured Party, as appropriate, a quantity of securities as part of a fungible bulk of securities
held in Securities Intermediary’s account at such Depository. Securities deposited in a Depository
will be represented in accounts which include only assets held by Securities Intermediary for its
customers.



     SECTION 3.7 Merger, Conversion, Consolidation or Succession to Business. Any Person into
which Pledge Collateral Agent or Securities Intermediary may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or consolidation to
which Pledge Collateral Agent or Securities Intermediary shall be a party, or any person succeeding
to all or substantially all of the corporate trust business of Pledge Collateral Agent or
Securities Intermediary shall be the successor of Pledge Collateral Agent or Securities
Intermediary, respectively, hereunder without the execution or filing of any paper with any party
hereto or any further act on the part of any of the parties hereto except where an instrument of
transfer or assignment is required by law to effect such succession, anything herein to the
contrary notwithstanding; provided, however, that if Pledge Collateral Agent and Securities
Intermediary are no longer the same corporate entity, such merger, conversion, consolidation or
succession to business shall instead be treated as a simultaneous resignation of Pledge Collateral
Agent and Securities Intermediary hereunder.



     SECTION 3.8 Rights in Other Capacities. Pledge Collateral Agent and Securities Intermediary
and their affiliates may (without having to account therefor to Pledgor, Secured Party or Stock
Purchase Contract Agent) accept deposits from, lend money to, make investments in and generally
engage in any kind of banking, trust or other business with Pledgor, Secured Party or Stock
Purchase Contract Agent, any other person interested herein and any holder of Common Equity Units
(and any of their respective subsidiaries or affiliates) as if it were not acting as Pledge
Collateral Agent or Securities Intermediary, as the case may be, and Pledge



17









 




Collateral Agent, Securities Intermediary and their affiliates may accept fees and other
consideration from Pledgor, Secured Party, Stock Purchase Contract Agent and any holder of Common
Equity Units without having to account for the same to the Pledgor or Secured Party, subject to its
other representations and covenants herein.




ARTICLE IV

Collateral Services



     SECTION 4.1 Delivery of Indemnification Collateral. At the Closing (as defined in the
Amended Stock Purchase Agreement), Pledgor shall deliver or cause to be delivered in the method
specified in Section 2.3 to Securities Intermediary the Initial Collateral for credit to and/or
deposit in the Indemnification Collateral Account, and Pledge Collateral Agent shall establish the
Pledge Collateral Accounts and credit the Pledge Collateral thereto as provided in the Pledge
Agreement.



     SECTION 4.2 Release of Indemnification Collateral. At any time on or after each of the dates
which is the 12-month, 24-month and 30-month anniversary of the Closing Date (or if, in each case,
such date is not a Business Day, on the next succeeding Business Day), or as otherwise provided in
Section 11.05(c) of the Amended Stock Purchase Agreement, Pledgor shall be entitled to withdraw
Indemnification Collateral from the Indemnification Collateral Account to the extent and in the
amount and manner set forth in such Section 11.05(c) (the amount permitted to be withdrawn being
the “Excess Collateral Amount”); provided, however, any such withdrawal of Indemnification
Collateral in accordance with Section 11.05(c) (other than Section 11.05(c)(i)) of the Amended
Stock Purchase Agreement shall be made in the following order of priority: (i) first, releasing any
Common Equity Units then held in the Indemnification Collateral Account; and (ii) second, solely to
the extent the amount of Indemnification Collateral to be so released exceeds the stated amount of
the Common Equity Units released pursuant to clause (i) above, any cash then held in the
Indemnification Collateral Account and any Permitted Investments then held in the Indemnification
Collateral Account in which cash held in the Indemnification Collateral Account has been invested;
provided, further, that any such Permitted Investments shall have been liquidated in accordance
with the guidelines specified in the Investment Guidelines prior to making any such withdrawal;
provided, further, that Pledgor has delivered written notice to Secured Party, with a copy to
Securities Intermediary, at least ten (10) Business Days in advance of the proposed date of
withdrawal detailing the Indemnification Collateral proposed to be withdrawn and specifying the
account or address to which the withdrawn Collateral should be delivered; provided, further, that
Securities Intermediary has received a Written Instruction and/or entitlement order from Secured
Party at least five (5) Business Days in advance of the requested withdrawal authorizing the
withdrawal of such Excess Collateral Amount and specifying the particular Indemnification
Collateral to be withdrawn; and provided, further, that upon the occurrence of a Parent Bankruptcy,
no Indemnification Collateral shall be released hereunder pursuant to Sections 11.05(c)
except to the extent, in the manner and at the time or times permitted thereby; provided, that in
connection with each such withdrawal all of the conditions in this Section 4.2 have been
complied with. Secured Party hereby agrees that it shall timely deliver an appropriate entitlement
order to the Securities Intermediary adequate to permit a permitted transfer of any Excess
Collateral Amount. If any Common Equity Units are withdrawn from the Indemnification Collateral
Account, the



18









 




corresponding Pledge Collateral shall be transferred from the Pledge Unit Subaccounts to the
appropriate other subaccounts under the Pledge Agreement. In order to facilitate the withdrawal
hereunder of Indemnification Collateral and Pledge Collateral while such Collateral is evidenced by
securities, the Secured Party shall provide the appropriate registrar for such Collateral a
sufficient supply of securities for purposes of issuance and exchange and shall cause such
registrars to coordinate and cooperate with the Securities Intermediary and Pledge Collateral Agent
to effect such withdrawal. The Securities Intermediary and the Pledge Collateral Agent, as such,
shall have no responsibility for any delay by any registrar to provide securities to effect any
such withdrawal or the related issuance and exchange.




     If any Indemnification Collateral is required to remain in the Indemnification Collateral
Account after the 30-month anniversary of the Closing Date, Pledgor similarly shall be entitled
thereafter to withdraw any Excess Collateral Amount; provided, however, that Pledgor has delivered
written notice to Secured Party and Securities Intermediary at least ten (10) Business Days in
advance of the proposed date of withdrawal detailing the Indemnification Collateral proposed to be
withdrawn and specifying the account or address to which the withdrawn Collateral should be
delivered; and provided, further, that Securities Intermediary has received a Written Instruction
and/or entitlement order from Secured Party at least five (5) Business Days in advance of the
requested withdrawal authorizing the withdrawal of such Excess Collateral Amount. Secured Party
hereby agrees that it will timely deliver an appropriate entitlement order to Securities
Intermediary adequate to permit a permitted transfer of any Excess Collateral Amount. If any
Common Equity Units are withdrawn from the Indemnification Collateral Account, the corresponding
Pledge Collateral shall be transferred from the Pledge Collateral Accounts to the appropriate other
Collateral Accounts under the Pledge Agreement.



     If Secured Party does not intend to deliver an instruction and/or entitlement order to
Securities Intermediary authorizing a withdrawal under the circumstances described above, Secured
Party shall deliver to Pledgor a notice providing detail of the defects in Pledgor’s withdrawal
request not later than five (5) Business Days prior to the proposed date of withdrawal. Secured
Party will give written notice to Securities Intermediary and Pledge Collateral Agent upon the
satisfaction in full of the Obligations. If any Common Equity Units remain in the Indemnification
Collateral Account upon such satisfaction in full (and provided such notice has been received by
the Securities Intermediary and the Pledge Collateral Agent), such Common Equity Units will be
transferred to Pledgor or upon its order and the corresponding Pledge Collateral shall be
transferred from the Pledge Collateral Accounts to the other appropriate subaccounts under the
Pledge Agreement.



     SECTION 4.3 Substitutions. Subject to the provisions of this Section 4.3, Pledgor may
substitute cash for any Indemnification Collateral then held in the Indemnification Collateral
Account. As a condition to effecting a substitution, at least ten (10) Business Days in advance of
the proposed date of substitution, Pledgor shall be required to deliver written notice to Secured
Party, with a copy to Securities Intermediary, specifying: (i) the proposed date of substitution,
(ii) the amount of cash proposed to be transferred to the Indemnification Collateral Account and
(iii) the Indemnification Collateral proposed to be withdrawn from the Indemnification Collateral
Account. Pledgor shall be entitled to effect the proposed substitution; provided, that Securities
Intermediary has received a Written Instruction and/or entitlement order from Secured



19









 




Party at least five (5) Business Days in advance of the requested withdrawal authorizing
Securities Intermediary to effect the substitution and that, prior to such substitution, the
Pledgor shall have delivered to the Secured Party a written opinion of outside counsel for the
Pledgor, in form and substance reasonably acceptable to the Secured Party stating that (i) this
Agreement is effective to create a security interest in the cash credited to the Deposit Account in
favor of the Secured Party; (ii) by virtue of this Agreement, the Secured Party’s security interest
in the cash credited to the Deposit Account has been perfected; and (iii) no adverse claim under
Article 8 of the UCC may be asserted against the Secured Party’s security interest in any financial
asset credited to Eligible Collateral credited to the Indemnification Collateral Account.
Securities Intermediary shall be entitled to conclusively assume that such opinion has been
delivered unless Secured Party gives it written notice to the contrary.




     Secured Party hereby agrees that it will timely deliver an appropriate entitlement order to
the Securities Intermediary adequate to permit a permitted substitution of Indemnification
Collateral; provided, however, that it shall not be required to deliver such an instruction and/or
entitlement order unless the amount of cash proposed to be transferred to
the Indemnification Collateral Account is at least equal to the Fair Value of the Indemnification
Collateral proposed to be withdrawn from the Indemnification Collateral Account. If Secured Party
does not intend to deliver an instruction and/or entitlement order to Securities Intermediary
authorizing a substitution of Indemnification Collateral under the circumstances described above
Secured Party shall deliver to Pledgor a notice, not later than five (5) Business Days prior to the
proposed date of withdrawal, providing details of the shortfall in the amount of cash  to be transferred as compared to the Fair Value of the Indemnification Collateral
proposed to be withdrawn.



     If any substitution involves the withdrawal of Common Equity Units from the Indemnification
Collateral Account, the Pledge Collateral corresponding to such Common Equity Units shall be
transferred from the Pledge Collateral Accounts to the other appropriate subaccounts under the
Pledge Agreement. Substitutions of Pledge Collateral pursuant to the terms of Sections 5.1(c), 5.2
and 5.3 of the Pledge Agreement shall be effected in accordance with such terms and Section 4.4(a)
hereof.



     Notwithstanding the foregoing, (i), solely in connection with the AIG Equity Unit Public
Offering, all or a portion of the Equity Units Net Proceeds will be directly deposited by the
Managing Underwriter in accordance with the Indemnification Instruction, Waiver and Acknowledgment
by wire transfer of immediately available funds to the Indemnification Collateral Account as
Eligible Collateral and substituted for Indemnification Collateral then held in the Indemnification
Collateral Account in accordance with the Indemnification Instruction,
Waiver and Acknowledgment contemplated by Section 6.6(b)
of the Coordination Agreement, and (ii) Pledgor will be permitted to substitute any proceeds of a
sale or transfer of Common Equity Units permitted under the Amended Investor Rights Agreement
following reasonable notice to Secured Party with a copy to Securities Intermediary, and Secured
Party hereby agrees that it will timely deliver an appropriate securities entitlement order to
Securities Intermediary adequate to permit such substitution of Indemnification Collateral in the
case of clause (ii).



     SECTION 4.4 Common Equity Units as Collateral.



20









 





     (a) Collateral Substitutions. If Pledgor effects a Collateral Substitution (as such term is
defined in the Stock Purchase Contract Agreement) with respect to any Stock Purchase Contracts
forming part of Common Equity Units credited to the Indemnification Collateral Account by
exercising its right to do so under the Stock Purchase Contract Agreement, the Stock Purchase
Contracts and the Pledge Agreement, the Normal Common Equity Units or Stripped Common Equity Units
(as such terms are defined in the Stock Purchase Contract Agreement) created pursuant to such
Collateral Substitution, but not the Debt Securities or Treasury Securities (as such terms are
defined in the Stock Purchase Contact Agreement) released from the security interest created
pursuant to the Pledge Agreement, shall, unless otherwise agreed by Secured Party, be credited to
the Indemnification Collateral Account as additional Indemnification Collateral, and the Debt
Securities or Treasury Securities released from the security interest created pursuant to the
Pledge Agreement shall be released from the security interest created pursuant to this Agreement
and delivered to the Pledgor. Secured Party shall be entitled to retain the Normal Common Equity
Units or Stripped Common Equity Units created pursuant to such Collateral Substitution without
there being any reduction in the Obligations as a result of such retention.



     (b) Cash Settlement. If Pledgor effects an Early Settlement, Cash Settlement or Cash Merger
Early Settlement (as such terms are defined in the Stock Purchase Contract Agreement) other than as
described in Section 4.4(d) below of any Stock Purchase Contracts forming part of Common Equity
Units credited to the Indemnification Collateral Account for cash by exercising its right to do so
under the Stock Purchase Contract Agreement, the Stock Purchase Contracts and the Pledge Agreement,
or duly elects not to exercise its Put Right upon a Final Failed Remarketing (as such terms are
defined in the Stock Purchase Contract Agreement and Pledge Agreement, respectively), the Common
Stock so acquired, but not the cash paid therefor, shall, unless otherwise agreed by Secured Party,
be credited to the Indemnification Collateral Account as additional Indemnification Collateral.
Secured Party shall be entitled to retain the cash paid as the purchase price for such Common Stock
without there being any reduction in the Obligations as a result of such retention. The Debt
Securities or Treasury Securities in the Pledge Collateral Accounts relating to the Stock Purchase
Contracts pursuant to which such cash purchase was made shall be released from the Pledge
Collateral Accounts to Pledgor upon such purchase pursuant to the terms of the Pledge Agreement.



     (c) Remarketing. If Pledgor purchases Common Stock with the cash proceeds of any remarketing,
in accordance with the terms of the Stock Purchase Contract Agreement, the Stock Purchase Contracts
and the Pledge Agreement, of Debt Securities forming part of the Common Equity Units credited to
the Indemnification Collateral Account, the Common Stock so acquired, but not the cash received
therefore, shall, unless otherwise agreed by Secured Party, be credited to the Indemnification
Collateral Account as additional Indemnification Collateral. Secured Party shall be entitled to
retain cash proceeds as the purchase price for such Common Stock without there being any reduction
in the Obligations as a result of such retention. The Debt Securities sold in such remarketing
that were credited to the Pledge Collateral Accounts shall be released from the Pledge Collateral
Accounts pursuant to the terms of the Pledge Agreement.



     If Pledgor purchases Common Stock pursuant to Stock Purchase Contracts relating to any Common
Equity Units credited to the Indemnification Collateral Account in consideration for



21









 




the cash proceeds of Treasury Securities, the Common Stock so acquired shall, unless otherwise
agreed by Secured Party, be credited to the Indemnification Collateral Account as additional
Indemnification Collateral. Secured Party shall be entitled to retain such consideration as the
purchase price for such Common Stock without there being any reduction in the Obligations as a
result of such retention.




     (d) Put Right; Settlement in Kind. If Pledgor purchases Common Stock pursuant to Stock
Purchase Contracts relating to any Common Equity Units credited to the Indemnification Collateral
Account in consideration for any Debt Securities pursuant to its deemed exercise of the Put Right
or in connection with a Cash Merger Early Settlement (each as defined in the Stock Purchase
Contract Agreement), the Common Stock so acquired, but not such Debt Securities, shall, unless
otherwise agreed by Secured Party, be credited to the Indemnification Collateral Account as
additional Indemnification Collateral. Secured Party shall be entitled to retain such
consideration as the purchase price for such Common Stock without there being any reduction in the
Obligations as a result of such retention, and such Debt Securities or Treasury Securities shall be
released from the Pledge Collateral Accounts pursuant to the Pledge Agreement.



     (e) Termination Events. If, pursuant to Stock Purchase Contracts relating to any Common
Equity Units credited to the Indemnification Collateral Account, Pledgor takes Debt Securities or
Treasury Securities free and clear of the lien of the Pledge Agreement rather than Common Stock as
a result of a Termination Event (as defined in the Stock Purchase Contract Agreement), such Debt
Securities or Treasury Securities so acquired, shall, unless otherwise agreed by Secured Party, be
credited to the Indemnification Collateral Account as additional Indemnification Collateral and
shall be released from the Pledge Collateral Accounts pursuant to the Pledge Agreement.



     (f) Cooperation. So long as no default has occurred and is continuing, upon request of
Pledgor to exercise any of its rights with respect to Common Equity Units credited to the
Indemnification Collateral Account as set forth in Sections 4.4(a) through (d) above, Secured Party
and Securities Intermediary shall cooperate with Pledgor, including by delivering any appropriate
instruction or notice required pursuant to the terms of the Stock Purchase Contract Agreement and
Pledge Agreement, to effect the exercise of such rights.



     SECTION 4.5 Treatment of Proceeds. Except as set forth in Sections 2.9 and 4.4 hereof, all
dividends, interest, distributions and all other
interest or other earnings (which for the avoidance of doubt shall include any interest earned on
the funds in the deposit account and any earnings on any Permitted Investments) of the
Indemnification Collateral shall be released from the security interest created pursuant to this
Agreement and Securities Intermediary shall promptly upon receipt thereof (i) credit to the
Collateral Agent for distribution to the Pledgor as provided in the Pledge Agreement all such
proceeds relating to the Pledge Collateral and (ii) deliver to Pledgor all such proceeds not
relating to the Pledge Collateral.



     SECTION 4.6 Exclusive Control. Securities Intermediary is authorized to act upon any Written
Instructions, including entitlement orders with respect to the securities account that is part of
the Indemnification Collateral Account and instructions relating to the deposit account that is
part of the Indemnification Collateral Account, solely and exclusively from Secured Party.



22









 




Securities Intermediary is authorized to act upon any Written Instructions, including
entitlement orders with respect to the Pledge Collateral Accounts, solely and exclusively from
Pledge Collateral Agent. Secured Party hereby covenants for the benefit of Pledgor that Secured
Party will not originate entitlement orders or instructions concerning the Indemnification
Collateral Account or the Indemnification Collateral or cause Pledge Collateral Agent to take any
action with respect to the Pledge Collateral or the Pledge Collateral Accounts except as provided
in Sections 2.9, 4.2, 4.3 and 4.4 hereof with respect to payment of Obligations when due, the
substitution, withdrawal, release or transfer of Indemnification Collateral or Pledge Collateral,
the treatment of proceeds and the exercise its rights as a secured party upon default. The
foregoing covenant is for the benefit of Pledgor only and will not be deemed to constitute a
limitation on Secured Party’s right, as between Securities Intermediary and Secured Party, to
originate entitlement orders and instructions with respect to the Indemnification Collateral
Account and the Indemnification Collateral, on Securities Intermediary’s obligation to comply with
those entitlement orders and instructions without further consent by Pledgor, on Secured Party’s
right, as between Secured Party and Pledge Collateral Agent, to instruct Pledge Collateral Agent to
take action with respect to the Pledge Collateral or the Pledge Collateral Accounts, or on Pledge
Collateral Agent’s obligation to comply with those instructions without further consent by Pledgor.
Securities Intermediary agrees that it will, without inquiry or consent of Pledgor or any person
acting or purporting to act on behalf of Pledgor, comply with Written Instructions (including
entitlement orders and instructions relating to the deposit account that is part of the
Indemnification Collateral Account) from Secured Party with respect to the Indemnification
Collateral Account. Without prejudice to the exclusive right of Secured Party to give entitlement
orders, if Securities Intermediary receives conflicting directions with respect to the
Indemnification Collateral Account or the Indemnification Collateral from Pledgor and Secured
Party, Securities Intermediary will act at the direction of Secured Party and will be fully
protected in so acting. Pledge Collateral Agent agrees to comply with instructions given pursuant
to the Pledge Agreement and with instructions given by Secured Party pursuant to this Agreement
without further consent from Pledgor. If instructions of Secured Party to Pledge Collateral Agent
pursuant to this Agreement conflict with the obligations of the Pledge Collateral Agent under the
Pledge Agreement, Pledge Collateral Agent shall be entitled to comply with the Pledge Agreement and
not to comply with such conflicting instructions given pursuant to this Agreement.




     SECTION 4.7 Statements. Securities Intermediary shall furnish Pledgor and Secured Party with
monthly Indemnification Collateral Account statements in accordance with its customary procedures.
Securities Intermediary shall also furnish Pledgor and Secured Party with monthly statements with
respect to the Pledge Collateral Accounts in accordance with its customary procedures. The
requirements of this Section 4.7 shall be performed by the Securities Intermediary by granting each
of the Pledgor and the Secured Party on-line read only access to the Indemnification Collateral
Account and the Pledge Collateral Accounts.



     SECTION 4.8 Notice of Adverse Claims. Upon receipt of written notice of any lien,
encumbrance or adverse claim against the Indemnification Collateral Account, the Pledge Collateral
Accounts or any portion of the Indemnification Collateral or Pledge Collateral, Securities
Intermediary shall use reasonable efforts to notify Secured Party and Pledgor as promptly as
practicable under the circumstances.



23









 





     SECTION 4.9 Subordination of Lien; Set-off. The parties agree that any security interest in
or lien on, or right of set-off with respect to, any of the Indemnification Collateral or the
Pledge Collateral that Securities Intermediary or Pledge Collateral Agent may now or in the future
may have is hereby subordinated to the security interest of Secured Party hereunder, except to the
extent of any fees, charges, expenses and other amounts owed to Securities Intermediary or Pledge
Collateral Agent and incurred in connection with the performance of the duties of Securities
Intermediary hereunder and the maintenance and operation of the Indemnification Collateral Account
and the Indemnification Collateral, for which Securities Intermediary shall have a prior claim to
the Indemnification Collateral.



     SECTION 4.10 No Release Without Consent. Securities Intermediary and Pledge Collateral Agent
agree that they will not extend any credit nor make any loans secured by the Indemnification
Collateral, the Indemnification Collateral Account, the Pledge Collateral or the Pledge Collateral
Accounts, including without limitation any so-called “margin loans.” Except as provided in
Sections 2.9, 4.2, 4.3, 4.4 and 4.5 hereof or in the Pledge Agreement, no payments of principal or
interest, or addition, substitution, sale, transfer, release, withdrawal or other alienation of
Indemnification Collateral or the Pledge Collateral shall be made except upon the written consent
of Secured Party.



ARTICLE V

General Terms and Conditions



     SECTION 5.1 Standard of Care; Limitation of Liability; Indemnification.



     (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge
Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims,
including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party,
except those Losses arising out of the gross negligence or willful misconduct of Securities
Intermediary or Pledge Collateral Agent, respectively. Neither Securities Intermediary nor Pledge
Collateral Agent shall have any liability whatsoever for the action or inaction of any Depository.
In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured
Party or any third party for special, indirect or consequential damages, or lost profits or loss of
business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge
Collateral Agent be liable:




     (i) for acting in accordance with any Written Instructions actually received by
Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities
Intermediary or Pledge Collateral Agent, respectively, to have been given by an
Authorized Person of Secured Party;




     (ii) for conclusively presuming that all disbursements of cash or deliveries of
securities directed by Secured Party by a Written Instruction are in accordance with
this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may
be,




     (iii) for holding property in any particular country, including, but not limited
to, losses resulting from nationalization, expropriation or other governmental



24









 






actions; regulation of the banking or securities industry; exchange or currency
controls or restrictions, devaluations or fluctuations; availability of cash or
securities or market conditions which prevent the transfer of property or execution of
securities transactions or affect the value of property; or




     (iv) for the insolvency of any depository or for any Indemnification Collateral or
Pledge Collateral held by such depository;


provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross
negligence or engaged in willful misconduct with respect to the specific Loss against which
indemnification is sought.




     (b) Securities Intermediary and Pledge Collateral Agent each shall have the right to appoint
agents in connection with any of their respective duties hereunder, and the Securities
Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by
such agents selected in good faith and with due care in accordance with the terms of this
Agreement; provided, however, that neither the Securities Intermediary nor the Pledge Collateral
Agent shall be permitted to appoint any subcustodian in connection with any of their respective
duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to
prior written consent of the Secured Party, which consent shall not be unreasonably withheld.



     (c) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold
Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims,
liabilities, losses, damages, fines, penalties and expenses sustained or incurred by or asserted
against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as
a result of any action or inaction, or arising out of the performance of Securities Intermediary
or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of
counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a
defense of claims by AIG, Pledgor or Secured Party; provided, AIG shall not indemnify either
Securities Intermediary or Pledge Collateral Agent for those losses arising out of Securities
Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This
indemnity shall be a continuing obligation of AIG and its successors and assigns, notwithstanding
the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the
termination of this Agreement.



     SECTION 5.2 No Obligation Regarding Quality of Collateral. Without limiting the generality
of Section 5.1, neither Securities Intermediary nor Pledge Collateral Agent shall be under any
obligation to inquire into, and shall not be liable for, any losses incurred by Pledgor, Secured
Party or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid
Indemnification Collateral or Pledge Collateral, or Indemnification Collateral or Pledge Collateral
which otherwise is not freely transferable or deliverable without encumbrance in any relevant
market. Neither Securities Intermediary nor Pledge Collateral Agent shall be required to advise any
party as to selling or retaining, or taking or refraining from taking any action with respect to,
any securities or other property deposited hereunder.



25









 





     SECTION 5.3 No Responsibility Concerning Indemnification Provisions. It is understood and
agreed that, notwithstanding references to the Indemnification Provisions in this Agreement,
neither Securities Intermediary nor Pledge Collateral Agent has any interest in, or any duty,
responsibility or obligation with respect to, the Indemnification Provisions (including without
limitation, any duty, responsibility or obligation to monitor Pledgor’s or Secured Party’s
compliance with the Indemnification Provisions or to know the terms of the Indemnification
Provisions).



     SECTION 5.4 No Duty of Oversight. Securities Intermediary is not at any time under any duty
to monitor the value of any Indemnification Collateral in the Indemnification Collateral Account or
whether the Indemnification Collateral is of a type required or permitted to be held in the
Indemnification Collateral Account.



     SECTION 5.5 Advice of Counsel. Securities Intermediary and Pledge Collateral Agent may, with
respect to questions of law, obtain the advice of counsel selected in good faith and shall be fully
protected with respect to anything done or omitted by it in good faith in conformity with such
advice.



     SECTION 5.6 No Collection Obligations. Securities Intermediary and Pledge Collateral Agent
shall be under no obligation to take action to collect any amount payable on Indemnification
Collateral in default, or if payment is refused after due demand and presentment.



     SECTION 5.7 Fees and Expenses. AIG agrees to pay to Securities Intermediary and Pledge
Collateral Agent the fees as may be agreed upon from time to time. AIG shall reimburse Securities
Intermediary and Pledge Collateral Agent for all reasonable costs associated with transfers of
Indemnification Collateral and Pledge Collateral to Securities Intermediary and records kept in
connection with this Agreement. AIG shall also reimburse Securities Intermediary and Pledge
Collateral Agent for reasonable out-of-pocket expenses (including reasonable attorneys’ fees and
expenses) which are a normal incident of the services provided hereunder. The obligations of AIG
under this Section shall be a continuing obligation of AIG, its successors and assigns,
notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or
the termination of this Agreement.



     SECTION 5.8 Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms.



     (a) Secured Party shall have the right, by one or more written instruments executed and
delivered to Securities Intermediary or Pledge Collateral Agent, to direct the time, method and
place of conducting any proceeding for the realization of any right or remedy available to
Securities Intermediary or Pledge Collateral Agent, or of exercising any power conferred on
Securities Intermediary or Pledge Collateral Agent, or to direct the taking or refraining from
taking of any action authorized by this Agreement; provided, however, that (i) such direction shall
not conflict with the provisions of any law or of this Agreement or involve Securities Intermediary
or Pledge Collateral Agent in personal liability and (ii) Securities Intermediary or Pledge
Collateral Agent shall be indemnified to its satisfaction as provided herein. Subject to the terms
below, Securities Intermediary and Pledge Collateral Agent shall be entitled, in the absence of bad
faith, to rely upon any Written Instructions actually received by Securities



26









 




Intermediary or Pledge Collateral Agent, respectively, and reasonably believed by it to have
been duly authorized and delivered by Secured Party.




     (b) In each case that Securities Intermediary or Pledge Collateral Agent may or is
required hereunder to take any action, including without limitation to make any
determination or judgment, to give consents, to exercise rights, powers or remedies, to
release or sell Indemnification Collateral or Pledge Collateral or otherwise to act
hereunder, the Securities Intermediary or Pledge Collateral Agent may seek direction from
Secured Party. Securities Intermediary or Pledge Collateral Agent shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in accordance with
the direction from Secured Party. Unless direction is otherwise expressly provided herein,
if Securities Intermediary or Pledge Collateral Agent shall request direction from Secured
Party with respect to any action, Securities Intermediary or Pledge Collateral Agent shall
be entitled to refrain from such action unless and until such agent shall have received
direction from Securities Intermediary or Pledge Collateral Agent, and the agent shall not
incur liability to any Person by reason of so refraining.



     (c) If Securities Intermediary or Pledge Collateral Agent receives Written
Instructions which appear on their face to have been transmitted via (i) computer
facsimile, email, the Internet or other insecure electronic method, or (ii) secure
electronic transmission containing applicable authorization codes, passwords and/or
authentication keys, Secured Party understands and agrees that neither Securities
Intermediary nor Pledge Collateral Agent can determine the identity of the actual sender of
such Written Instructions and that Securities Intermediary or Pledge Collateral Agent, as
the case may be, shall conclusively presume that such Written Instructions have been sent
by an Authorized Person. Secured Party shall be responsible for ensuring that only its
Authorized Persons transmit such Written Instructions to Securities Intermediary and Pledge
Collateral Agent and that all of its Authorized Persons treat applicable user and
authorization codes, passwords and/or authentication keys with extreme care.



     (d) Secured Party acknowledges and agrees that it is fully informed of the protections
and risks associated with the various methods of transmitting Written Instructions to
Securities Intermediary and Pledge Collateral Agent and that there may be more secure
methods of transmitting Written Instructions than the method(s) selected by it. Secured
Party agrees that the security procedures (if any) to be followed in connection with its
transmission of Written Instructions provide to it a commercially reasonable degree of
protection in light of its particular needs and circumstances.



     SECTION 5.9 Certain Rights.



     (a) Whenever in the administration of the provisions of this Agreement Securities Intermediary
and Pledge Collateral Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action to be taken hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross
negligence or bad faith on the part of Securities Intermediary and Pledge Collateral Agent, be
deemed to be conclusively proved and established by a certificate signed by one of the



27









 




Secured Party’s officers, and delivered to Securities Intermediary and Pledge Collateral Agent
and such certificate, in the absence of gross negligence or bad faith on the part of the Securities
Intermediary and Pledge Collateral Agent, shall be full warrant to the Securities Intermediary and
Pledge Collateral Agent for any action taken, suffered or omitted by it under the provisions of
this Agreement upon the faith thereof.




     (b) The Securities Intermediary and Pledge Collateral Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper
or document, may conclusively rely and shall be fully protected in acting or refraining from acting
thereon if believed to be genuine and to have been signed or presented by the proper party or
parties and may conclusively rely on the truth of the statements and the correctness of the
opinions expressed therein.



     (c) Neither Securities Intermediary nor Pledge Collateral Agent shall have any responsibility,
other than complying with the express terms and provisions of this Agreement, for perfecting or
maintaining the perfection of any security interest granted to it or to the Secured Party hereunder
or for filing or re-filing any financing statement or continuation statement in any public office
at any time or times.



     (d) In the event funds or securities transfer instructions, investment instructions or
instructions to sell or liquidate investments are given (other than in writing at the time of
execution of this Agreement), whether in writing, by telecopier or otherwise, Securities
Intermediary and Pledge Collateral Agent are authorized to seek confirmation of such instructions
by telephone call-back to the person or persons designated on Schedule I hereto, and Securities
Intermediary and Pledge Collateral Agent may rely upon the confirmations of anyone purporting to be
the person or persons so designated. The persons and telephone numbers for call-backs may be
changed only in writing actually received and acknowledged by Securities Intermediary and Pledge
Collateral Agent. The parties to this Agreement acknowledge that such security procedure is
commercially reasonable.



     (e) [The Securities Intermediary shall have no obligation to invest and reinvest any cash held
in the Indemnification Collateral Account in the absence of a written investment direction from
Pledgor specifying the investment to be made and
certifying that such investment constitutes a Permitted Investment. Any investment will be made by
the Securities Intermediary
as soon as practicable after receipt of

a written direction therefor.  In no event shall the Securities
Intermediary be liable for the selection of investments or for investment losses incurred thereon.
The Securities Intermediary shall have no liability in respect of losses incurred as a result of
the liquidation of any investment prior to its stated maturity or the failure of Pledgor to provide
to the Securities Intermediary timely written investment direction. Any written investment
direction or written direction to sell or liquidate investments shall be in the form of Written
Instructions.]



28









 





     SECTION 5.10 Indemnification Collateral Account Disclosure. Securities Intermediary and
Pledge Collateral Agent are authorized to supply any information regarding the Indemnification
Collateral Account or the Pledge Collateral Accounts which is required by any law or governmental
regulation now or hereafter in effect.



     SECTION 5.11 Force Majeure. Neither Securities Intermediary nor Pledge Collateral Agent
shall be responsible or liable for any failure or delay in the performance of its obligations under
this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of
utilities, computer (hardware or software) or communications service; accidents; labor disputes;
acts of civil or military authority; governmental actions; inability to obtain labor, material,
equipment or transportation.



     SECTION 5.12 No Implied Duties. Neither Securities Intermediary nor Pledge Collateral Agent
shall have any duties or responsibilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or obligation shall be implied against
Securities Intermediary or Pledge Collateral Agent in connection with this Agreement. No provision
of this Agreement shall require the Securities Intermediary or Pledge Collateral Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.



ARTICLE VI

Miscellaneous



     SECTION 6.1 Resignation or Removal of Securities Intermediary and Pledge Collateral Agent.
Subject to the appointment and acceptance of a successor Pledge Collateral Agent or Securities
Intermediary as provided below:




     (i) Pledge Collateral Agent and Securities Intermediary may resign at any time by
giving notice thereof to Secured Party; provided, that Pledge Collateral Agent may
resign only if it also resigns as Collateral Agent under and in accordance with the
Pledge Agreement; and




     (ii) Pledge Collateral Agent and Securities Intermediary may be removed at any time
by Secured Party; provided, that any such removal of the Pledge Collateral Agent is also
effected in connection with the removal of the Collateral Agent under and in accordance
with the Pledge Agreement.


Secured Party shall promptly notify Pledgor of any resignation or removal of Pledge Collateral
Agent or Securities Intermediary pursuant to this Section 6.1. Upon any such resignation or
removal, Secured Party shall have the right to appoint a successor Pledge Collateral Agent or
Securities Intermediary, as the case may be, provided, such appointment of the Pledge Collateral
Agent also complies with the Pledge Agreement. If no successor Pledge Collateral Agent or
Securities Intermediary shall have been so appointed and shall have accepted such appointment






29









 







within thirty (30) days after the retiring Pledge Collateral Agent’s or Securities Intermediary’s
giving of notice of resignation or Secured Party’s giving notice of such removal, then the retiring
or removed Pledge Collateral Agent or Securities Intermediary may petition any court of competent
jurisdiction, at the expense of Secured Party, for the appointment of a successor Pledge Collateral
Agent or Securities Intermediary. Pledge Collateral Agent and Securities Intermediary shall each
be a bank, trust company or national banking association with a combined capital and surplus of at
least $50,000,000. Upon the acceptance of any appointment as Pledge Collateral Agent or Securities
Intermediary hereunder by a successor Pledge Collateral Agent or Securities Intermediary, as the
case may be, such successor Pledge Collateral Agent or Securities Intermediary, as the case may be,
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Pledge Collateral Agent or Securities Intermediary, as the case may be, and the
retiring Pledge Collateral Agent or Securities Intermediary, as the case may be, shall take all
appropriate action, subject to payment of any amounts then due and payable to it hereunder, to
transfer any money and property held by it hereunder (including the Indemnification Collateral or
the Pledge Collateral) to such successor. The retiring Pledge Collateral Agent or Securities
Intermediary shall, upon such succession, be discharged from its duties and obligations as Pledge
Collateral Agent or Securities Intermediary hereunder. After any retiring Pledge Collateral
Agent’s or Securities Intermediary’s resignation hereunder as Pledge Collateral Agent or Securities
Intermediary, the provisions of Article V shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as the Pledge Collateral Agent
or Securities Intermediary. Any resignation or removal of Pledge Collateral Agent or Securities
Intermediary hereunder, at a time when such person is acting as Pledge Collateral Agent or
Securities Intermediary, shall be deemed for all purposes of this Agreement as the simultaneous
resignation or removal of Pledge Collateral Agent and Securities Intermediary.




     SECTION 6.2 Termination. This Agreement shall terminate upon (a) the receipt by Security
Intermediary and Pledge Collateral Agent of Written Instructions from Secured Party expressly
stating that Secured Party no longer claims any security interest in either the Indemnification
Collateral or the Pledge Collateral, the subsequent transfer of the Indemnification Collateral from
the Indemnification Collateral Account pursuant to Section 4.2 and the corresponding transfers of
the Pledge Collateral under the Pledge Agreement, or (b) the transfer of all of the Indemnification
Collateral and Pledge Collateral to Secured Party pursuant to an entitlement order delivered to
Securities Intermediary and an instruction delivered to Pledge Collateral Agent. Except as
otherwise provided herein, all obligations of the parties to each other hereunder shall cease upon
termination of this Agreement.



     SECTION 6.3 Certificates of Authorized Persons. Secured Party and Pledgor agree to furnish
to Securities Intermediary and Pledge Collateral Agent a new Certificate of Authorized Persons in
the event of any change in the then present Authorized Persons. Until such new Certificate is
received, Securities Intermediary and Pledge Collateral Agent shall be fully protected in acting
upon Written Instructions of such present Authorized Persons.



     SECTION 6.4 Notices.



30









 





     (a) Any notice or other instrument in writing, authorized or required by this
Agreement to be given to Securities Intermediary, shall be sufficiently given if addressed
to Securities Intermediary and received by it at its offices at Deutsche Bank Trust Company
Americas, Trust and Securities Services, 60 Wall Street, 27th Floor, MS: NYC60-2710, New
York, NY 10005, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., with a copy
to Deutsche Bank National Trust Company Trust & Securities Services, 100 Plaza One, 6th
Floor, MS: JCY03-0699, Jersey City, NJ 07311-3901, Fax: 732-578-4635, Attention: Corporates
Team / MetLife, Inc., or at such other place as Securities Intermediary may from time to
time designate in writing.



     (b) Any notice or other instrument in writing, authorized or required by this
Agreement to be given to Pledge Collateral Agent, shall be sufficiently given if addressed
to Pledge Collateral Agent and received by it at its offices at Deutsche Bank Trust Company
Americas, Trust and Securities Services, 60 Wall Street, 27th Floor, MS: NYC60-2710, New
York, NY 10005, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., with a copy
to Deutsche Bank National Trust Company Trust & Securities Services, 100 Plaza One, 6th
Floor, MS: JCY03-0699, Jersey City, NJ 07311-3901, Fax: 732-578-4635, Attention: Corporates
Team / MetLife, Inc., or at such other place as Pledge Collateral Agent may from time to
time designate in writing.



     (c) Any notice or other instrument in writing, authorized or required by this
Agreement to be given to Secured Party shall be sufficiently given if addressed to Secured
Party and received by it at its offices at MetLife, Inc., 1095 Avenue of the Americas, New
York, NY 10036; Attention: General Counsel; Facsimile: (212) 578-4992, or at such other
place as Secured Party may from time to time designate in writing.



     (d) Any notice or other instrument in writing, authorized or required by this
Agreement to be given to Pledgor shall be sufficiently given if addressed to Pledgor and
received by it at its offices at ALICO Holdings LLC, c/o American International Group,
Inc., 70 Pine Street, New York, NY 10270; Attention: General Counsel; Facsimile: (212)
425-2175, or at such other place as Pledgor may from time to time designate in writing.



     (e) Any notice or other instrument in writing, authorized or required by this
Agreement to be given to Stock Purchase Contract Agent shall be sufficiently given if
addressed to Stock Purchase Contract Agent and received by it at its offices at Deutsche
Bank Trust Company Americas, Trust and Securities Services, 60 Wall Street, 27th Floor, MS:
NYC60-2710, New York, NY 10005, Fax: 732-578-4635, Attention: Corporates Team / MetLife,
Inc., with a copy to Deutsche Bank National Trust Company Trust & Securities Services, 100
Plaza One, 6th Floor, MS: JCY03-0699, Jersey City, NJ 07311-3901, Fax: 732-578-4635,
Attention: Corporates Team / MetLife, Inc., or at such other place as Stock Purchase
Contract Agent may from time to time designate in writing.


Any such notice or other instrument in writing may be delivered by first class mail, personal
delivery or telecopy.




     SECTION 6.5 Cumulative Rights; No Waiver. Each and every right granted to Secured Party,
Pledgor, Securities Intermediary or Pledge Collateral Agent hereunder or under any other



31









 




document delivered hereunder or in connection herewith, or allowed it by law or equity, shall
be cumulative and may be exercised from time to time. No failure on the part of Secured Party,
Pledgor, Securities Intermediary or Pledge Collateral Agent to exercise, and no delay in
exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by
Secured Party, Pledgor, Securities Intermediary or Pledge Collateral Agent of any right preclude
any other future exercise thereof or the exercise of any other right.




     SECTION 6.6 Severability; Amendments; Assignment. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected thereby.
This Agreement may not be waived, amended or modified in any manner except by a written agreement
executed by the parties hereto. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however, that, except
pursuant to Section 3.7 or Section 6.1, this Agreement shall not be assignable by
any party without the written consent of the other parties and any purported assignment in
violation of this provision shall be null and void.



     SECTION 6.7 Governing Law; Jurisdiction; Waiver of Immunity; Jury Trial Waiver. This
Agreement and the Indemnification Collateral Account shall be governed by and construed in
accordance with the local law of the State of New York. The State of New York shall be deemed to
be the jurisdiction of Securities Intermediary in its capacity as securities intermediary for the
Indemnification Collateral Account and hereunder and in its capacity as bank with respect to the
Deposit Account, any other deposit account comprising part of the Indemnification Collateral
Account governed by this Agreement and hereunder. Secured Party, Pledgor, Pledge Collateral Agent,
Securities Intermediary and Stock Purchase Contract Agent hereby consent to the jurisdiction of a
state or federal court situated in New York City, New York in connection with any dispute arising
hereunder. To the extent that in any jurisdiction Secured Party, Pledgor, Securities Intermediary,
Pledge Collateral Agent or Stock Purchase Contract Agent may now or hereafter be entitled to claim,
for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or
other legal process, they each irrevocably agree not to claim, and hereby waives, such immunity.
Secured Party, Pledgor, Securities Intermediary, Pledge Collateral Agent and Stock Purchase
Contract Agent each hereby irrevocably waive any and all rights to trial by jury in any legal
proceeding arising out of or relating to this Agreement.



     SECTION 6.8 No Third Party Beneficiaries. In performing hereunder, Securities Intermediary
and Pledge Collateral Agent are acting solely on behalf of Secured Party and Pledgor and no
contractual or service relationship shall be deemed to be established hereby between Securities
Intermediary or Pledge Collateral Agent and any other person.



     SECTION 6.9 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall, together, constitute only
one instrument.



     SECTION 6.10 USA PATRIOT ACT. Pledgor and Secured Party hereby acknowledge that Securities
Intermediary and Pledge Collateral Agent are subject to federal laws, including the Customer
Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing
regulations, pursuant to which Securities Intermediary and Pledge Collateral



32









 




Agent must obtain, verify and record information that allows Securities Intermediary or Pledge
Collateral Agent, as the case may be, to identify each of Pledgor and Secured Party. Accordingly,
prior to opening the Indemnification Collateral Account hereunder and the Collateral Accounts under
the Pledge Agreement Securities Intermediary and Pledge Collateral Agent will ask Pledgor and/or
Secured Party to provide certain information including, but not limited to, Pledgor’s and/or
Secured Party’s name, physical address, tax identification number and other information that will
help Securities Intermediary to identify and verify each of Pledgor’s and Secured Party’s identity
such as organizational documents, certificate of good standing, license to do business, or other
pertinent identifying information. Pledgor and Secured Party agree that Securities Intermediary
and Pledge Collateral Agent cannot open the Indemnification Collateral Account hereunder or the
Collateral Accounts under the Pledge Agreement unless and until Securities Intermediary and Pledge
Collateral Agent verify Pledgor’s and/or Secured Party’s identity in accordance with its CIP.




     SECTION 6.11 Agreement of Stock Purchase Contract Agent. Stock Purchase Contract Agent
agrees that, to the extent that Pledgor must take actions or give instructions pursuant to this
Agreement that must be taken or given by Stock Purchase Contract Agent under the Pledge Agreement,
Stock Purchase Contract Agent shall take those actions or give those instructions when, if and in
the manner requested by Pledgor. In taking any such actions or giving any such instructions, Stock
Purchase Contract Agent shall incur no liability to any other party to this Agreement for taking
such actions or giving such instructions in the manner instructed by Pledgor. In connection with
its execution and performance hereunder the Stock Purchase Contract Agent is entitled to all
rights, privileges, protections, immunities, benefits and indemnities provided to it under the
Stock Purchase Contract Agreement.



33









 





     In Witness Whereof, the parties hereto have caused this Agreement to be executed by
their respective officers, thereunto duly authorized, as of the day and year first above written.



	 	 	 	 	 
	 	MetLife, Inc.

as Secured Party

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	ALICO Holdings LLC,

as Pledgor

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	Deutsche Bank Trust Company

Americas,

as Securities Intermediary and

Pledge Collateral Agent

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Amended and Restated Indemnification Collateral Account, Security 

and Control Agreement





 









 





	 	 	 	 	 
	 	For the limited purpose set forth in

Section 6.11:

Deutsche Bank Trust Company

Americas,

as Stock Purchase Contract Agent

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	For the limited purposes set forth in

Section 5.1(c) and Section 5.7

American International Group, Inc.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Amended and Restated Indemnification Collateral Account, Security 

and Control Agreement





 









 





SCHEDULE I




Contact Persons for Confirmation




	 	 	 

	Name
	 	Phone Number
	Don Anderson
	 	(973) 355-4783 (Office);
	 
	 	(973) 886-4040 (Cell)
	Morita Fullwood
	 	(212) 578-8851






SI-1









 




SCHEDULE II




Investment Guidelines




ALM Investment Guidelines




	 	 	 

	Portfolio
Objective

	 	The Portfolio’s Objective is Safety of Principal.
	 
	 	 
	Investible
Assets

	 	Treasury Bills (1- and 3-month) and Treasury Money Market Funds
	 
	 	 
	Asset
Distribution
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum
	 	 	Neutral	 	Allowable
	 	 	Point	 	Holdings
	Fixed Income
	 	 	 	 	 	 	 	 
	US Treasury Bills/Money
Market Funds *
	 	 	100.0	%	 	 	100	%
	US Treasuries / Agencies
	 	 	0.0	%	 	 	0	%
	Residential MBS
	 	 	0.0	%	 	 	0	%
	Commercial MBS
	 	 	0.0	%	 	 	0	%
	ABS
	 	 	0.0	%	 	 	0	%
	Corporates
	 	 	 	 	 	 	 	 
	NAIC 1
	 	 	0.0	%	 	 	0	%
	NAIC 2
	 	 	0.0	%	 	 	0	%
	Total Fixed Income
	 	 	100.0	%	 	 	 	 








 




			
	*	 	Not to exceed 10% of any one Treasury Money Market Fund




     Upon  receipt of a Written Instruction from
Secured Party to sell or liquidate any Permitted
Investments at least five (5) Business Days prior to the proposed date of withdrawal from the
Indemnification Collateral Account, Securities Intermediary will sell or liquidate sufficient
Permitted Investments in the Indemnification Collateral Account in order to provide for a
sufficient amount of cash in the Indemnification Collateral Account
so as to permit the withdrawal.




SII-1












 





Exhibit D

Section 11.05 of the Seller Disclosure Letter




Section 11.05

Payment



(e) Equity Units Valuation Methodology




The valuation agent will value the Equity Units based on the sum of the valuations of the three
tranches of the Equity Units. If any of the stock purchase contracts have been settled for MetLife
common stock on or prior to the valuation date, the MetLife common stock issued thereunder will be
valued based on the market price of MetLife common stock. The valuation agent will value the
Equity Units as if the securities were fully-distributed in a liquid trading market with no
additional discounts applied (whether for “new issue”, transfer or hedging restrictions, or due to
the fact that the security is held by one party).




Each of the three tranches will be valued based on the sum of:





	 	1)	 	the market price of 28,232,000 shares of MetLife common stock (number of shares
subject to anti-dilution adjustments);
	 
	 	2)	 	plus the present value of All-in Payments on the applicable tranche of the Equity
Units using the Applicable Discount Rate;

	 
	 	3)	 	minus the present value of Foregone MetLife Dividends on the applicable tranche of
the Equity Units using the Applicable Discount Rate;

	 
	 	4)	 	less the value of 28,232,000 call options with an exercise price of $35.42 each
(number of call options and strike price subject to anti-dilution adjustments) expiring on
the applicable Stock Purchase Date;

	 
	 	5)	 	plus the value of 22,588,000 call options with an exercise price of $44.275 each
(number of call options and strike price subject to anti-dilution adjustments) expiring on
the applicable Stock Purchase Date.






For any tranche of the Equity Units, should a failed remarketing lead to an extension of the
applicable Stock Purchase Date, subsequent to the first scheduled applicable Stock Purchase Date,
the valuation for such tranche will be based on the sum of (1), (2), and (3)




D-1









 








above, adjusting (1) for the number of shares of MetLife common stock issuable on the next
succeeding applicable Stock Purchase Date (subject to anti-dilution adjustments).




The market price with respect to shares of MetLife common stock on the valuation date means the
closing price per share for MetLife common stock ending on such day, or, if no closing price is
available for such day, the closing price for the last preceding trading day.




For any applicable tranche of the Equity Units, the All-in Payments means the sum of any interest
payable on the underlying senior unsecured note and any contract adjustment payments payable on the
applicable stock purchase contract through the applicable stock purchase date.




For any applicable tranche of the Equity Units, the Foregone MetLife Dividends means, for any
dividend record date below prior to the applicable Stock Purchase Date, the product of (i) $0.74
and (ii) 28,232,000. The dividend record dates to consider are:





	 	•	 	November 9, 2010
	 
	 	•	 	November 9, 2011
	 
	 	•	 	November 9, 2012
	 
	 	•	 	November 9, 2013
	 
	 	•	 	November 9, 2014





For purposes of this valuation, the applicable Stock Purchase Date means, for any tranche of the
Equity Units, the next scheduled stock purchase settlement date (as defined in the Agreement),
assuming the next succeeding remarketing is successful.




For any applicable tranche of the Equity Units, the Applicable Discount Rate shall be calculated as
the sum, on the valuation date, of:





	 	•	 	the yield to maturity on the U.S. Treasury security maturing closest to the applicable
Stock Purchase Date;
	 
	 	•	 	plus the yield to maturity on MetLife’s 6.75% notes due 2016 (cusip no. 043194135)
minus the yield to maturity on the U.S. Treasury note security maturing closest to
MetLife’s 6.75% notes due 2016.






The value of the call options will be determined using the Black-Scholes option pricing formula for
European call options.




This Black-Scholes option pricing formula is a function of:




D-2









 









	 	•	 	the market price of MetLife’s stock price;
	 
	 	•	 	the “risk-free rate,” defined as the yield to maturity on the U.S. Treasury security
maturing closest to the applicable Stock Purchase Date;
	 
	 	•	 	the volatility of MetLife common stock;
	 
	 	•	 	time, calculated as the time from the valuation date to the applicable Stock Purchase
Date (the “applicable Tenor”);
	 
	 	•	 	MetLife’s dividend yield, calculated as the dividend threshold amount ($0.74), divided
by the market price of MetLife common stock; and
	 
	 	•	 	the exercise price.





The volatility of MetLife common stock for the call option with an exercise price of $35.42
(subject to anti-dilution adjustments) will be calculated as the annualized standard deviation of
the logarithmic daily returns on MetLife common stock over the 100 consecutive trading day period
ending on the valuation date plus the applicable Volatility Skew.




The volatility of MetLife common stock for the call option with an exercise price of $44.275
(subject to anti-dilution adjustments) will be calculated as the annualized standard deviation of
the logarithmic daily returns on MetLife common stock over the 100 consecutive trading day period
ending on the valuation date minus the applicable Volatility Skew.





	 	•	 	The applicable Volatility Skew shall be 4.5%





Acquiror Interim Preferred Stock Valuation Methodology




At any time prior to the listing of the Acquiror Interim Preferred Stock, the fair market value of
each share of Interim Preferred Stock shall be equal to the product of (x) a share of Acquiror
Stock valued consistent with section 11.05 (e)(i)(z) and (y) 10. At any time after the Acquiror
Interim Preferred Stock is registered and listed for trading on a national securities exchange, the
fair market value of each share of Acquiror Interim Preferred Stock shall be equal to the volume
weighted average price of a share of Acquiror Interim Preferred Stock on such exchange over the ten
trading days ending on the second trading day prior to the date of the determination.






D-3









 








Exhibit E

Release of Lien Letter




March [_], 2011




American International Group, Inc.

Attention: General Counsel

180 Maiden Lane

New York, NY 10038



Ladies and Gentlemen:




     Reference is made to (i) the Guarantee, Pledge and Proceeds Application Agreement (as amended,
the “GPPA”) dated as of January 14, 2011 among American International Group, Inc. (“AIG”), the
Guarantors party thereto and ALICO Holdings LLC (the “ALICO SPV”) and AIA Aurora LLC, as the
Secured Parties, and (ii) the Coordination Agreement (the “Coordination Agreement”) dated as of
March [_], 2011 among AIG, MetLife, Inc. (“MetLife”) and the ALICO SPV. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in the GPPA.



     AIG has advised the Secured Parties and the Rights Holder that on March [_], 2011, the ALICO
SPV intends to sell the Designated Shares (as such term is defined in the Coordination Agreement)
to MetLife. This letter confirms that upon the consummation of such sale the Transaction Liens on
the Designated Shares will cease immediately pursuant to Section 6(g) of the GPPA without any
further action by the Secured Parties.



     AIG or the ALICO SPV may furnish a copy of this letter to MetLife.





	 	 	 	 	 	 	 

	 	 	Yours sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED STATES DEPARTMENT OF	 	 
	 	 	    THE TREASURY, as the Rights	 	 
	 	 	    Holder	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Timothy G. Massad
	 	 
	 

	 	 	 	Title: Acting Assistant Secretary for Financial 

          Stability	 	 
	 
	 	 	 	 	 	 
	 	 	AIA AURORA LLC, as Secured Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Brian T. Schreiber
	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	ALICO HOLDINGS LLC, as Secured Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Brian T. Schreiber
	 	 
	 

	 	 	 	Title: Manager	 	 







			
	cc:	 	Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Robert W. Reeder III, Michael M. Wiseman, Gary Israel





[CONFIRMATION OF RELEASE OF LIENS ON METLIFE PREFERRED STOCK]









E-1









 




Acknowledged:




	 	 	 	 	 

	AMERICAN INTERNATIONAL GROUP,	 	 
	     INC., as Pledgor	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Brian T. Schreiber
	 	 
	 

	 	Title: Executive Vice President, Treasury and Capital Markets	 	 






[CONFIRMATION OF RELEASE OF LIENS ON METLIFE PREFERRED STOCK]




E-2









 





Schedule I

Governmental Approvals




Governmental Approvals Required by the Parent and the Seller





	1.	 	Notice by the Seller to the UK FSA.
	 
	2.	 	Notice by the Seller to the Central Bank of Ireland.
	 
	3.	 	Notice by the Seller to European Union jurisdictions in which the Company has domiciled
subsidiaries.





Governmental Approvals Required by the Company





	1.	 	Notice by the Company to the UK FSA.
	 
	2.	 	Notice by the Company to the Central Bank of Ireland.







I-1









 








Schedule II

No Conflicts




Consent from the United States Department of the Treasury under (i) the Master Transaction
Agreement, dated as of December 8, 2010, among American International Group, Inc., ALICO Holdings
LLC, AIA Aurora LLC, the Federal Reserve Bank of New York, the United States Department of the
Treasury and the AIG Credit Facility Trust; (ii) the Guarantee, Pledge and Proceeds Application
Agreement, dated as of January 14, 2011, among AIG, the Guarantors party thereto and the AIA SPV
and ALICO SPV, as the Secured Parties; and (iii) the Second Amended and Restated Limited Liability
Company Agreement of ALICO Holdings LLC, dated as of December 1, 2009 (as amended, including by the
Master Transaction Agreement).





II-1