NOW, THEREFORE, in consideration of the recitals set forth above and promises made herein, thereceipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:Section 1. Payment and Release. Counterparty shall pay the Settlement Amount, withoutdeduction, set-off or counterclaim, to Lehman within one (1) business days of the date hereof. Inconsideration of each other Party’s execution of this Termination Agreement and payment of theSettlement Amount without deduction, set-off or counterclaim to Lehman, each Party on behalf ofitself and any other party, person or entity claiming under or through it, hereby generallyreleases, discharges and acquits each other Party, and its respective current and formeragents, servants, officers, directors, shareholders, employees, subsidiaries, divisions,branches, units, affiliates, parents, attorneys, successors, predecessors, heirs, personalrepresentatives, and assigns (each of the foregoing, a “Released Party”), from all mannersof action, causes of action, judgments, executions, debts, demands, rights, damages, costs,expenses, and claims of every kind, nature, and character whatsoever, whether in law or in equity,whether based on contract (including, without limitation, quasi-contract or estoppel), statute,regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation,defamation, breaches of alleged fiduciary duty, recklessness, gross negligence, or negligence) orotherwise, accrued or unaccrued, known or unknown, matured, unmatured, liquidated or unliquidated,certain or contingent, that such releasing Party ever had or claimed to have, or now has or claimsto have presently or at any future date, against any Released Party arising under or related to theAgreement Documents or the Transactions thereunder, their negotiation, execution, performance, anybreaches thereof, or their termination including, for the avoidance of doubt, any claim for apayment in relation to an Early Termination Date under Section 6 of the ISDA Master Agreement orrelating to any Credit Event under the ISDA Master Agreement.Section 2. Representations. Each Party represents and warrants to each other Partythat (i) the execution, delivery, and performance by such Party of this Termination Agreement arewithin the powers of such Party and have been duly authorized by all necessary action on the partof such Party, (ii) this Termination Agreement has been duly executed and delivered by such Partyand constitutes a valid and binding obligation of such Party, enforceable against such Party inaccordance with the terms hereof, (iii) it is not relying upon any statements, understandings,representations, expectations, or agreements other than those expressly set forth in thisTermination Agreement, (iv) it has had the opportunity to be represented and advised by legalcounsel in connection with this Termination Agreement, which it enters voluntarily and of its ownchoice and not under coercion or duress, (v) it has made its own investigation of the facts and isrelying upon its own knowledge and the advice of its counsel, (vi) in negotiating this TerminationAgreement it has not relied on any expectation that any of the other Parties would disclose factsmaterial to the Agreement Documents or this Termination Agreement, (vii) it has not assigned,transferred or conveyed to any person or entity any right, title, interest or claim it may have ormay have had in the Agreement Documents or any other matter covered by the releases in Section 1 ofthis Termination Agreement and (viii) it knowingly waives any and all claims that this TerminationAgreement was induced by any misrepresentation or non-disclosure and knowingly waives any and allrights to rescind or avoid this Termination Agreement based upon presently existing facts, known orunknown. Additionally, Lehman and Holdings represent and warrant to Counterparty that thisTermination Agreement is being entered into in accordance with the terms of the Order. The Partiesagree and stipulate that each Party is relying upon the representations and warranties in thisSection in entering into the Termination Agreement. Furthermore, the Parties agree that theserepresentations and warranties are a material inducement for entering into this TerminationAgreement. These representations and warranties shall survive the execution of this TerminationAgreement indefinitely without regard to statutes of limitations.Section 3. Execution in Counterparts. This Termination Agreement may be executed inany number of counterparts and by different Parties in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which taken together shallconstitute but one and the same instrument. Delivery of an executed counterpart of asignature page by facsimile or PDF transmission shall be as effective as delivery of amanually executed counterpart.
 
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Section 4. Effectiveness. This Termination Agreement shall become effective uponexecution hereof by each of the Parties and the payment, without deduction, set-off orcounterclaim, of the Settlement Amount to Lehman. The Transactions that are not already terminatedaccording to their terms will terminate as of the effective date of this Termination Agreement.Section 5. Related Claims. In order to reflect the entry into this TerminationAgreement, the Parties hereto acknowledge and agree that (i) Lehman may object through a filingwith the Bankruptcy Court to any proofs of claim filed by Counterparty against Lehman in relationto the Agreement Documents or the Transactions and (ii) Holdings may object through a filing withthe Bankruptcy Court to any proofs of claim filed by Counterparty against Holdings in relation tothe Agreement Documents or the Transactions. Pending the filing of such objections, such proofs ofclaim and related Derivative Questionnaires and/or Guarantee Questionnaire shall be deemed soamended. Counterparty agrees not to challenge or object to such objections when filed.Section 6. Governing Law. This Termination Agreement will be construed and enforcedin accordance with, and the rights of the Parties shall be governed by, the laws of the State ofNew York (including Section 5-1401 of the New York General Obligations Law), without regard toconflicts of laws principles that would require the application of the law of another jurisdiction.The Bankruptcy Court shall have exclusive jurisdiction over any action or proceeding with respectto this Termination Agreement and each Party agrees to submit to such jurisdiction and to waive anydefense based on the location or jurisdiction of such court.Section 7. Confidentiality. Counterparty shall not disclose this TerminationAgreement or its terms, including the Settlement Amount (“Confidential Information”), toany person other than to its shareholders, directors, officers, employees, counsel, accountants andother advisors and the shareholders, directors, officers, counsel, accountants and other advisorsof Primus Guaranty, Ltd. (hereinafter, collectively, the “Related Parties”), in each casewho need to know such information solely for the purpose of effecting this Termination Agreement(it being understood that Counterparty shall ensure that such Related Parties will be informed inadvance of the confidential nature of the Confidential Information and will be directed to maintainthe confidentiality of such Confidential Information and Counterparty shall be responsible if anysuch Related Party fails to comply with any such confidentiality obligations), except as may berequired by law, including but not limited to as may be required of Counterparty or any of itsRelated Parties by United States federal securities and bankruptcy laws, rules and regulations.Counterparty agrees that, when it enters into a confidentiality agreement with respect toConfidential Information, it shall promptly provide Lehman with a copy of said agreement.
 
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If Counterparty or any Related Party becomes legally obligated (whether by court or regulatoryorder or otherwise), other than due to compliance with United States federal securities orbankruptcy laws, rules and regulations, to disclose any of the Confidential Information,Counterparty or such Related Party, as the case may be, will promptly provideLehman, if permitted by law, with notice of such proposed disclosure so that Lehman may seek aprotective order or other appropriate remedy. If such a protective order or other protectiveremedy is not obtained, Counterparty or such Related Party, as the case may be, will disclose onlythat portion of the Confidential Information which is legally required, in the opinion of its owncounsel, and Counterparty or such Related Party, as the case may be, will exercise its reasonableefforts to obtain reliable assurances that confidential treatment will be accorded the ConfidentialInformation.Section 8. Successors and Assigns. The provisions of this Termination Agreement willbe binding upon and inure to the benefit of the Parties and their respective successors andassigns.Section 9. Amendment. This Termination Agreement may only be amended, modified,superseded or canceled and any of the terms, covenants, representations, warranties or conditionshereof may be waived only by an instrument in writing signed by each of the Parties.Section 10. Entire Agreement. This Termination Agreement constitutes the entireagreement and understanding of the Parties relating to the subject matter hereof and supersedes allprior agreements and understandings relating to the subject matter hereof.Section 11. Construction. This Termination Agreement has been negotiated by theParties and their respective legal counsel, and legal or equitable principles that might requirethe construction of this Termination Agreement or any of its provisions against the Partyresponsible for drafting this Termination Agreement will not apply in any construction orinterpretation of this Termination Agreement.[Remainder of page left blank intentionally]
 
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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, thisTermination Agreement as of the date first written above.      PRIMUS FINANCIAL PRODUCTS, LLC