Exhibit 10.3 



	
 






TRANSITION
SERVICES AGREEMENT 

dated as of June 4, 2009

between


AMERICAN
INTERNATIONAL GROUP, INC.


and


TRANSATLANTIC
HOLDINGS, INC.


	
 













TABLE OF
CONTENTS


	
 

	
 

	
 


	
 

	
ARTICLE I

	
 


	
 

	
 

	
 


	
 

	
DEFINITIONS

	
 


	
 

	
 

	
 


	
Section
 1.01.

	
Certain
 Defined Terms

	
1


	
 

	
 

	
 


	
 

	
ARTICLE II

	
 


	
 

	
 

	
 


	
 

	
SERVICES AND ACCESS TO FACILITIES

	
 


	
 

	
 

	
 


	
Section
 2.01.

	
Services

	
3


	
 


	
Section
 2.02.

	
Access to
 Facilities

	
3


	
 


	
Section
 2.03.

	
Additional
 Services and Access to Additional Facilities

	
3


	
 


	
Section
 2.04.

	
Exception to
 Obligation to Provide Services or Access to Facilities

	
3


	
 


	
Section
 2.05.

	
Standard of
 the Provision of Services or Access to Facilities

	
4


	
 


	
Section
 2.06.

	
Change in
 Services or Access to Facilities

	
4


	
 


	
Section
 2.07.

	
Services and
 Access to Facilities Provided by Other Persons

	
4


	
 


	
Section
 2.08.

	
Personnel

	
4


	
 


	
Section
 2.09.

	
Cooperation

	
5


	
 


	
Section
 2.10.

	
Electronic
 and Other Access

	
5


	
 


	
Section
 2.11.

	
No Agency

	
6


	
 


	
Section
 2.12.

	
Ownership of
 Intellectual Property

	
6


	
 


	
Section
 2.13.

	
Divestitures

	
7


	
 


	
Section
 2.14.

	
Migration

	
7


	
 


	
Section
 2.15.

	
Primary
 Points of Contact for this Agreement

	
8


	
 

	
 

	
 


	
 

	
ARTICLE III

	
 


	
 

	
 

	
 


	
 

	
COSTS AND DISBURSEMENTS

	
 


	
 

	
 

	
 


	
Section
 3.01.

	
Costs and
 Disbursements

	
9


	
 


	
Section
 3.02.

	
No Right to
 Set-Off

	
10


	
 

	
 

	
 


	
 

	
ARTICLE IV

	
 


	
 

	
 

	
 


	
 

	
WARRANTIES AND COMPLIANCE

	
 


	
 

	
 

	
 


	
Section
 4.01.

	
Disclaimer
 of Warranties

	
10


	
 


	
Section
 4.02.

	
Compliance
 with Laws and Regulations

	
11


	
 

	
 

	
 


	
 

	
ARTICLE V

	
 


	
 

	
 

	
 


	
 

	
LIMITED LIABILITY AND INDEMNIFICATION

	
 


	
 

	
 

	
 


	
Section
 5.01.

	
Limited
 Liability of a Provider

	
11


	
 


	
Section
 5.02.

	
Indemnification
 of Each Recipient by the Relevant Provider

	
11












	
 

	
 

	
 


	
Section
 5.03.

	
Indemnification
 of Each Provider by the Relevant Recipient

	
11


	
 


	
Section
 5.04.

	
Additional
 Limitations on Liability

	
12


	
 


	
Section
 5.05.

	
Insurance

	
12


	
 


	
Section
 5.06.

	
Procedures

	
12


	
 


	
Section
 5.07.

	
Exclusive
 Remedy

	
12


	
 

	
 

	
 


	
 

	
ARTICLE VI

	
 


	
 

	
 

	
 


	
 

	
TERM AND TERMINATION

	
 


	
 

	
 

	
 


	
Section
 6.01.

	
Term and
 Termination

	
13


	
 


	
Section
 6.02.

	
Termination
 Charges

	
14


	
 


	
Section
 6.03.

	
Effect of
 Termination

	
14


	
 


	
Section
 6.04.

	
Force
 Majeure

	
15


	
 

	
 

	
 


	
 

	
ARTICLE VII

	
 


	
 

	
 

	
 


	
 

	
REPRESENTATIONS AND WARRANTIES

	
 


	
 

	
 

	
 


	
Section
 7.01.

	
Representations
 and Warranties of AIG

	
15


	
 


	
Section
 7.02.

	
Representations
 and Warranties of the Company

	
16


	
 

	
 

	
 


	
 

	
ARTICLE VIII

	
 


	
 

	
 

	
 


	
 

	
GENERAL PROVISIONS

	
 


	
 

	
 

	
 


	
Section
 8.01.

	
Treatment of
 Confidential Information

	
17


	
 


	
Section
 8.02.

	
Notices

	
18


	
 


	
Section
 8.03.

	
Severability

	
19


	
 


	
Section 8.04.

	
Entire
 Agreement

	
19


	
 


	
Section
 8.05.

	
Assignment

	
19


	
 


	
Section
 8.06.

	
No
 Third-Party Beneficiaries

	
19


	
 


	
Section
 8.07.

	
Amendment;
 Waiver

	
20


	
 


	
Section
 8.08.

	
Dispute
 Resolution

	
20


	
 


	
Section
 8.09.

	
Governing
 Law; Waiver of Jury Trial

	
21


	
 


	
Section
 8.10.

	
Rules of
 Construction

	
22


	
 


	
Section
 8.11.

	
Obligations
 of Parties

	
22


	
 


	
Section
 8.12.

	
Counterparts

	
22


	
 


	
Section
 8.13.

	
Effective
 Time

	
22





ii






TRANSITION
SERVICES AGREEMENT


                    This
TRANSITION SERVICES AGREEMENT, dated as of June 4, 2009 (this “Agreement”),
is entered into by and between American International Group, Inc., a Delaware
corporation (“AIG”), and Transatlantic Holdings, Inc., a Delaware
corporation (the “Company”). 


RECITALS


                    WHEREAS,
AIG, American Home Assurance Company, a New York domiciled insurance company
and the Company have entered into that certain Master Separation Agreement,
dated as of May 28, 2009 (as amended, modified or supplemented from time to
time in accordance with its terms, the “Separation Agreement”), relating
to the separation of the Company from AIG; and 


                    WHEREAS,
in connection with the Separation Agreement, AIG shall provide or cause to be
provided to the Company Entities certain services, access to facilities,
equipment, software and other assistance on a transitional basis commencing
immediately following the First Time of Delivery and in accordance with the
terms and subject to the conditions set forth herein. 


                    NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the Parties hereby agree as follows: 


ARTICLE I


DEFINITIONS


                    Section
1.01. Certain Defined Terms. 


                    (a)
Unless otherwise defined herein, all capitalized terms used herein shall have
the same meanings as set forth in the Separation Agreement. 


                    (b)
The following capitalized terms used in this Agreement shall have the meanings
set forth below: 


                    “AAA”
shall have the meaning set forth in Section 8.08(b). 


                    “Additional
Facilities” shall have the meaning set forth in Section 2.03.


                    “Additional
Services” shall have the meaning set forth in Section 2.03.


                    “Agreement”
shall have the meaning set forth in the Preamble.


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


                    “AIG
Contract Manager” shall have the meaning set forth in Section
2.15(a)(ii).


                    “AIG
Entities” means AIG and its Affiliates, excluding the Company Entities.


                    “AIG
Indemnified Person” means each AIG Entity and its Representatives. 


                    “AIG
Provider” means AIG or a Provider that is an Affiliate of AIG after the
First Time of Delivery. 


                    “Archived
Files” shall have the meaning set forth in Section 2.10(a). 


                    “Company”
shall have the meaning set forth in the Preamble. 







                    “Company
Contract Manager” shall have the meaning set forth in Section 2.15(a)(i).



                    “Company
Entities” means the Company and the Company Subsidiaries. 


                    “Company
Indemnified Person” means the Company and each Company Subsidiary, their
respective Affiliates and their respective Representatives. 


                    “Confidential
Information” shall have the meaning set forth in Section 8.01(a).


                    “Dispute”
shall have the meaning set forth in Section 8.08.


                    “Facilities”
shall have the meaning set forth in Section 2.02. 


                    “Force
Majeure” means, with respect to a Party, an event beyond the control of
such Party or any Person acting on its behalf, including acts of God, storms,
floods, riots, fires, earthquakes, sabotage, civil commotion or civil unrest,
strikes, lockouts or other labor difficulties, interference by civil or
military authorities, riots, insurrections or other hostilities, embargo, fuel
or energy shortage, acts of Governmental Authorities (including bank closings
and seizures and other Governmental Orders), acts of war (declared or
undeclared) or armed hostilities or other national or international calamity or
one or more acts of terrorism or failure or interruption of networks or energy
sources. 


                    “Indemnified
Person” means an AIG Indemnified Person or a Company Indemnified Person. 


                    “IRS”
means the US Internal Revenue Service. 


                    “Knowledge”
of a Person means in the case of the Company, the actual knowledge of any Person
listed on Annex I, subject to the subject matter limitations set forth on such
schedule. 


                    “Licensee”
shall have the meaning set forth in Section 2.12(a). 


                    “Licensor”
shall have the meaning set forth in Section 2.12(a). 


                    “Migration
Services” shall have the meaning set forth in Section 2.14(a). 


                    “Migration
Services Charges” shall have the meaning set forth in Section 2.14(a).


                    “Migration
Services Provider” shall have the meaning set forth in Section 2.14(a).


                    “Migration
Services Recipient” shall have the meaning set forth in Section 2.14(a).


                    “Notice
of Dispute” shall have the meaning set forth in Section 8.08(a). 


                    “Party”
means AIG and the Company individually, and, in each case, their respective
successors and permitted assigns. “Parties” means AIG and the Company
collectively, and, in each case, their respective successors and permitted
assigns. 


                    “Pass-Through
Charges” shall have the meaning set forth in Section 3.01(b). 


                    “Provider”
means AIG and any Person that AIG causes to provide to any Recipient a Service
or access to a Facility under this Agreement, in its capacity as the provider
of such Service or access to such Facility, other than any Person who provides
any Company Entity any Service or access to any Facility under a separate
transition services agreement or similar Contract. 


2






                    “Recipients”
means the Company Entities, in their capacity as the recipients of the Services
and access to the Facilities under this Agreement. 


                    “Required
Technology” shall have the meaning set forth in Section 2.10(b).


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


                    “Service
Charge” shall have the meaning set forth in Section 3.01(a).


                    “Services”
shall have the meaning set forth in Section 2.01. 


                    “VAT”
means the tax imposed in accordance with Directive 2006/112/EC and any
permitted derogations therefrom, as well as any equivalent or similar tax
imposed under the laws of any jurisdiction that is not a Member State of the
European Union. For the avoidance of doubt, the term “VAT” shall not include
any sales or use tax imposed by any state or political subdivision of the
United States. 


                    “Virus(es)”
means any malicious computer code or instructions that have a material adverse
effect on the operation, security or integrity of (a) a computing,
telecommunications or other electronic operating or processing system or
environment, (b) software programs, data, databases or other computer files or
libraries or (c) computer hardware, networking devices or telecommunications
equipment, including (i) viruses, Trojan horses, time bombs, back door devices,
worms or any other software routine or hardware component designed to permit
unauthorized access, disable, erase or otherwise harm software, hardware or
data or perform any other such harmful or unauthorized actions and (ii) similar
malicious code or data. 


ARTICLE II


SERVICES AND
ACCESS TO FACILITIES


                    Section
2.01. Services. On the terms and subject to the conditions set forth in
this Agreement, from and after the First Time of Delivery and for the periods
set forth in Schedule 2.01, AIG shall provide or cause to be provided to
the Company Entities the services set forth in Schedule 2.01
(collectively with any Additional Services, the “Services”). 


                    Section
2.02. Access to Facilities. On the terms and subject to the conditions
set forth in this Agreement, from and after the First Time of Delivery and for
the periods set forth in Schedule 2.02, AIG shall provide or cause to be
provided to the Company Entities access to the facilities, equipment and
software set forth in Schedule 2.02 (collectively with any Additional
Facilities, the “Facilities”). 


                    Section
2.03. Additional Services and Access to Additional Facilities. Services
or access to facilities, equipment or software not agreed upon in a Schedule
attached hereto but provided prior to the First Time of Delivery by an AIG
Entity to a Company Entity can be requested in writing within ninety (90)
calendar days of the First Time of Delivery by the Company upon reasonable
notice to AIG. Upon the mutual agreement of the Parties as to (a) the provision
of any such Additional Services or access to any such Additional Facilities and
(b) the terms and conditions thereof (including the appropriate Service Charges
related thereto), AIG shall provide or cause to be provided to the Company
Entities (i) such additional services (the “Additional Services”) and
(ii) access to such additional facilities, equipment and software (the “Additional
Facilities”). 


                    Section
2.04. Exception to Obligation to Provide Services or Access to Facilities.
Notwithstanding anything to the contrary contained herein, including Section
2.01 and Section 2.02, AIG shall not be obligated to (and shall not
be obligated to cause any Provider to) provide (a) any Services or (b) access
to any Facilities, if the provision of such Services or access to such
Facilities would (i) violate any Law or any agreement or license to which the
AIG Entities or the Company Entities are subject, 


3






including any
Master Lease (as such term is defined in the Separation Agreement) or (ii)
result in the disclosure of information subject to any applicable privileges
(including the attorney-client or similar privilege); provided, however,
that AIG and the Company shall use commercially reasonable efforts to obtain or
cause to be obtained such agreements, waivers and licenses necessary to provide
such Services or access to such Facilities and if AIG and the Company are
unable to obtain such agreements, waivers and licenses, AIG and the Company
shall use reasonable efforts to agree to the modification of the terms of the
Services or access to any Facilities so that the provision of the Services or
the access to Facilities by AIG would not result in the circumstances described
in clauses (i) and (ii) above; and provided, further, that
neither AIG nor the Company (nor any of their respective Affiliates) shall be
required to pay any fees or make other payments or incur any obligations
(unless the Recipient agrees to pay AIG or its Affiliates for such fees or make
such other payments or incur such obligations) to obtain any such agreements,
waivers or licenses. 


                    Section
2.05. Standard of the Provision of Services or Access to Facilities. AIG
shall provide or cause to be provided the Services and access to the Facilities
at all times in a manner and at a level that is substantially consistent with
similar services and access to facilities, equipment and software provided by
AIG to the Recipient during the one year period immediately prior to the First
Time of Delivery. The Company agrees that all of the Services and access to all
of the Facilities shall be for the sole use and benefit of the Company Entities
and not any other Affiliates of the Company and solely for the purpose of
conducting the business of the Company Entities in a manner substantially
consistent with the manner in which it was conducted immediately prior to the
First Time of Delivery. No Provider shall have any
obligation to purchase, lease or license or renew a lease or license applicable
to any facility, equipment or software or to pay any costs related to (a) the
transfer or conversion of a Recipient’s data to any alternative provider of any
Services or (b) the Recipient’s access to any Facilities. 


                    Section
2.06. Change in Services or Access to Facilities. A Provider may, from
time to time, reasonably supplement, modify, substitute or otherwise alter the
Services and access to the Facilities; provided, however, that such supplement,
modification, substitution or alteration shall (a) result in the quality of the
Services or access to Facilities being substantially consistent with or greater
than the Services or access to Facilities provided prior thereto and (b)
subject to Section 6.01(d)(iv), not increase the cost of using such
Services or accessing such Facilities. 


                    Section
2.07. Services and Access to Facilities Provided by Other Persons. AIG
may cause any Person, including any Affiliate of AIG, to provide any Services
or access to any Facilities or any portion thereof; provided, however, that
such Person shall be subject to service standards and confidentiality
provisions at least equivalent to those set forth herein and that AIG shall
remain primarily responsible for the performance by such Person of all of its
obligations hereunder with respect to the Services or access to the Facilities
provided by such Person so that such performance is in accordance with the
terms and conditions hereof. 


                    Section
2.08. Personnel. 


                    (a)
AIG shall, and shall cause the Provider of any Service or access to any
Facility to, make available to the Recipient of such Service or access to such
Facility such personnel as may be necessary to provide such Service or access
to such Facility; provided, however, that the Provider shall have
the right, in its reasonable discretion, to (i) designate which personnel it
will assign to perform such Service or provide access to such Facility and (ii)
remove and replace such personnel at any time. Subject to Section 2.05,
nothing in this Agreement shall obligate a Provider (or AIG to cause any
Provider) to hire any additional employees or provide any incentives to
employees in addition to those in effect immediately prior to the First Time of
Delivery or to retain the employment of any particular employee or retain the
services of any particular consultant, contractor or agent. 


                    (b)
The Provider of any Service or access to any Facility shall be solely
responsible for all salary, employment and other benefits of and liabilities
relating to the personnel of such Provider assigned to perform such Service or
provide access to such Facility. In performing their respective duties
hereunder, all such personnel of a Provider shall be under the direction,
control and supervision of such 


4






Provider, and,
subject to Section 2.05, such Provider shall have the sole right to
exercise all authority with respect to the employment (including termination of
employment), assignment and compensation of such personnel. 


                    Section
2.09. Cooperation. Each Recipient and its Affiliates shall use its
reasonable best efforts to (a) cooperate with the applicable Provider and its
Affiliates with respect to the provision of any Service and access to any
Facility and (b) enable the applicable Provider and its Affiliates to provide
the Services and access to the Facilities in accordance with this Agreement. No
Recipient or its Affiliates shall take any action that would materially
interfere with or materially increase the cost of a Provider’s providing any of
the Services or access to any of the Facilities. 


                    Section
2.10. Electronic and Other Access. 


                    (a)
As of the First Time of Delivery, except as otherwise expressly provided in
this Agreement or any other Transaction Agreement, (i) the Company Entities
shall cease to use and shall have no further access to, and AIG shall have no
obligation to otherwise provide or make available, any business or other
services, including any AIG Entity’s intranet and other owned, licensed, leased
or used computer software, networks, hardware or technology of an AIG Entity,
provided or made available to the Company Entities by any AIG Entity prior to
the First Time of Delivery, and (ii) the Company Entities shall have no access
to, and the AIG Entities shall have no obligation to otherwise provide, any AIG
Entity’s computer-based resources (including third-Person services, e-mail and
access to its computer networks, databases and equipment), whether or not such
resources require a password or are available on a secured access basis or on a
non-secured access basis. Notwithstanding anything to the contrary contained in
this Agreement or any other Transaction Agreement, to the extent that AIG or
any Affiliate of AIG has retained hard copies of files and electronic files,
tapes, software, electronic data, hardware, storage devices or other electronic
information that are not used in the operation of the business of the Company
Entities or required by the Company Entities for regulatory purposes (“Archived
Files”) pursuant to a Litigation Hold or otherwise, the Company
acknowledges and agrees that the Archived Files are solely the property of AIG.
AIG agrees that it will retain the Archived Files that relate to the Company
Entities for no less than three (3) months after the First Time of Delivery
after which AIG may recycle or discard such Archived Files. 


                    (b)
To the extent that the performance or receipt of Services or access to
Facilities hereunder requires a Company Entity to have access to any AIG
Entity’s intranet or other computer software, networks, hardware, technology or
computer-based resources (including third-Person services, e-mail and access to
computer networks, database and equipment) owned, licensed, leased or used by
any AIG Entity and any AIG Entity’s computer based resources (including
third-Person services, e-mail and access to its computer networks, databases
and equipment), whether or not such resources require a password or are
available on a secured access basis or on a non-secured access basis (“Required
Technology”), AIG shall provide or cause to be provided limited access to
such Required Technology, subject to the security, use, Virus protection,
disaster recovery, confidentiality and other policies, procedures and
limitations of the AIG Entities, consistent with past practice, as they may be
amended from time to time in a manner that does not unreasonably interfere with
any Company Entity’s receipt of Services or access to Facilities hereunder. The
Company shall, and shall cause each Recipient and all of their personnel having
access to the Required Technology to, (a) comply with all the AIG Entities’
security guidelines and procedures (including physical security, network
access, internet security, confidentiality and personal data security guidelines
and procedures), consistent with past practice, as they may be amended from
time to time in a manner that does not unreasonably interfere with any Company
Entity’s receipt of Services or access to Facilities hereunder, and (b) use
commercially reasonable Virus protection, disaster recovery and other policies,
procedures and limitations of the AIG Entities that are applicable to the
provision of any Service or access to any Facility, consistent with past
practice, as they may be amended from time to time in a manner that does not
unreasonably interfere with any Company Entity’s receipt of Services or access
to Facilities hereunder. 


                    (c)
While Services are being provided hereunder, each Party shall take commercially
reasonable measures to ensure that, in connection with the provision of any
Services or access to any 


5






Facilities, no
Virus or similar items are coded or introduced into either its own (including
its Affiliates) or the other Party’s (including its Affiliates) computer networks
or databases. If, in connection with the provision of any Services or access to
any Facilities, a Virus is found to have been introduced into such computer
networks or databases, each Party shall use commercially reasonable efforts to
cooperate and to diligently work together with the other Party to eliminate the
effects of such Virus. The Parties shall, and shall cause their respective
Providers and Recipients to, exercise commercially reasonable care to prevent
unauthorized Persons from accessing the Services, or the computer and
technology systems or networks of any of the Providers. 


                    Section
2.11. No Agency. Nothing in this Agreement shall be deemed in any way or
for any purpose to constitute any Party acting as an agent of another
unaffiliated Party in the conduct of such other Party’s business. A Provider of
any Service or access to any Facility hereunder shall act as an independent
contractor and not as the agent of any Recipient or its Affiliates in
performing such Service or providing access to such Facility. Nothing contained
in this Agreement shall be deemed or construed to create a partnership or joint
venture, to create the relationships of employee/employer or principal/agent or
otherwise create any other association of any kind, each Party being
individually responsible only for its obligations set forth in this Agreement. 


                    Section
2.12. Ownership of Intellectual Property. 


                    (a)
Except as otherwise expressly provided in this Agreement or in any other
Transaction Agreement, each of AIG and the Company and their respective
Affiliates shall retain all right, title and interest in and to their
respective Intellectual Property and any and all improvements, modifications
and derivative works thereof. Solely to the extent required for the provision
or receipt of the Services or access to the Facilities in accordance with this
Agreement, each of AIG and the Company, for itself and on behalf of their
respective Affiliates, hereby grants to the other (and their respective
Affiliates) a non-exclusive, revocable, non-transferable (except as provided in
Section 8.05) license during the term of this Agreement to access and
use such Intellectual Property that is provided by the granting Party (“Licensor”)
to the other Party (“Licensee”) in connection with this Agreement, but
only to the extent and for the duration necessary for the Licensee to provide
or receive the applicable Service or access to the applicable Facility as
permitted by this Agreement. Upon the expiration of such time, or the earlier
termination of such Service or access to such Facility in accordance with Section
6.01(d), the license granted hereunder by the Licensor to the Licensee to
the relevant Intellectual Property will terminate; provided, however,
that all licenses granted under this Agreement shall terminate immediately upon
the expiration or earlier termination of this Agreement in accordance with the
terms hereof. The foregoing license is subject to the terms of any licenses granted
by others with respect to Intellectual Property not owned by AIG, the Company
or their respective Affiliates that is required for or used in the provision or
receipt of the Services or access to the Facilities in accordance with this
Agreement. No license or right, express or implied, is granted under this
Agreement by any Licensor to any Licensee or their respective Affiliates in or
to their respective Intellectual Property except as expressly provided above in
this Section 2.12(a), and all other rights are expressly reserved by
each Licensor. 


                    (b)
Subject to the limited license granted in Section 2.12(a), in the event
that any Intellectual Property is created by a Provider in the performance of
the Services or provision of access to the Facilities, all right, title and
interest throughout the world in and to all such Intellectual Property shall
vest solely in such Provider unconditionally and immediately upon such
Intellectual Property having been developed, written or produced, unless the
Parties agree otherwise in writing. 


                    (c)
Except as otherwise expressly provided in this Agreement or in any other
Transaction Agreement, no Party (or its Affiliates) shall have any rights or
licenses with respect to any Intellectual Property (including software),
hardware or facility of the other Party. All rights and licenses not expressly
granted in this Agreement or in such other Transaction Agreement are expressly
reserved by the relevant Party. Each Party shall from time to time execute any
documents and take any other actions reasonably requested by the other Party to
effectuate the intent of this Section 2.12. 


6






                    Section
2.13. Divestitures. If AIG sells or divests any AIG Provider that
provides Services or access to Facilities hereunder, AIG shall use commercially
reasonable efforts to provide or to cause another AIG Provider to provide for
the continuity of Services and access to Facilities on the same price, terms
and conditions as are in effect immediately prior to such sale or divestiture,
and in a manner which does not cause a degradation in the service standards set
forth herein and without requiring a material change to the Recipient’s
business processes or operations. If such measures are not reasonably
acceptable to the Company, the Parties shall cooperate reasonably and in good
faith to attempt to find an alternative arrangement reasonably acceptable to
the Company that meets the foregoing standards. If the Parties are unable to
find an alternative arrangement reasonably acceptable to the Company that meets
the foregoing standards, AIG will give the Company thirty (30) days’ prior
written notice to enable it to develop and implement alternative services or
obtain such alternative services from third parties. Upon expiration of such
thirty (30) day notice period, notwithstanding anything to the contrary
contained herein, including Section 2.01 and Section 2.02, AIG
shall be relieved of its obligation to (and shall not be obligated to cause any
Provider to) provide such Services or access to such Facilities hereunder and
the Company shall be relieved of its obligation to pay any Services Charges or
any other costs, expenses, fees and other amounts otherwise payable pursuant to
this Agreement in connection with such terminated Services or access to
Facilities.


                    Section
2.14. Migration. 


                    (a)
AIG agrees to use, and to cause the AIG Entities that are Providers to use, and
the Company agrees to use, and to cause the Company Subsidiaries to use, their
reasonable good faith efforts to cooperate with and assist each other in
connection with the migration of the business of the Company Entities from the
AIG Entities to the Company Entities, in each case and to the extent reasonably
agreed by the Parties, including the migration from the performance of any
Service or provision of access to any Facility by a Provider to the performance
of such Service and provision of access to such Facility by the Company
Entities, their Affiliates or a third Person (“Migration Services”),
taking into account the need to minimize both the cost of such migration and
the disruption to the ongoing business activities of AIG, the AIG Entities that
are Providers and the Company Entities. The Parties acknowledge that Migration
Services may include the provision of services requested by the Company
Entities in connection with their migration to non-AIG Entity systems,
including the transfer of records, segregation and migration of historical
data, migration-specific enhancements and cooperation with and assistance to
third-Person consultants engaged by the Company Entities in connection with the
foregoing. Migration Services shall be agreed upon by the Parties and shall be
charged to the Company or any Affiliate of the Company that is receiving
Migration Services (the “Migration Services Recipient”) on a time and
materials basis at the then current rates for the personnel of the AIG Entities
providing such Migration Services (the “Migration Services Provider”)
and shall include actual out-of-pocket costs and expenses (less any VAT
recoverable by the Migration Services Provider or any of its Affiliates)
incurred by a Migration Services Provider in the provision of Migration
Services (collectively, the “Migration Services Charges”). 


                    (b)
The applicable Party shall cause the applicable Migration Services Recipients
to pay the Migration Services Charges to the applicable Migration Services
Providers. Any Migration Services Charges shall be reasonably calculated and
invoiced by the applicable Migration Services Providers (or by AIG on behalf of
the applicable Migration Services Providers) and shall be paid to the
applicable Migration Services Providers in immediately available funds within
twenty (20) days of the receipt by the applicable Migration Services Recipients
of an invoice therefor from the applicable Migration Services Providers (or
from AIG on behalf of the applicable Migration Services Providers). Each
invoice for Migration Services Charges shall be accompanied by (i) a reasonably
detailed document showing the calculation of the Migration Services Charges and
(ii) all receipts or invoices from third parties (or copies thereof) relating
to out-of-pocket costs and expenses included in the Migration Services Charges.
Any amount required to be paid under this Section 2.14 and not paid by
the due date for payment shall be subject to late charges at an interest rate
of three percent (3%) over the London Inter-Bank Offered Rate for a one (1)
year period, as published by the eastern edition of The Wall Street Journal
on the date on which the payment was due. 


7






                    (c)
Section 3.01(c) shall apply to the payments payable pursuant to this
Section 2.14, except that (i) each reference to the “Provider(s)” and the
“Recipient(s)” shall be changed to refer to the “Migration Services
Provider(s)” and the “Migration Services Recipient(s)”, respectively, (ii) each
reference to “Service(s) or access to Facilities/Facility”, or any substantially
similar construction or derivation thereof, shall be changed to refer to the
“Migration Service(s)” and (iii) each reference to “hereunder” or “under this
Agreement” shall be changed to refer to “under this Section 2.14.” 


                    (d)
The applicable Party shall cause the applicable Migration Services Recipients
to pay to the applicable Migration Services Providers the full amount of the
Migration Services Charges and not to set-off, counterclaim or otherwise
withhold any amount owed or claimed to be owed to any Migration Services
Recipient under this Agreement on account of any obligation owed by any
Migration Services Provider, whether or not such obligation has been finally
adjudicated, settled or otherwise agreed upon in writing. In the event that a
Party disputes any amount on an invoice, such Party shall (i) give notice of
such disputed amount to either AIG or the applicable Provider pursuant to the
provisions of Section 8.08 and (ii) cause the Migration Services Recipient to
pay any undisputed amounts on such invoice, in each case within twenty (20)
days from the Migration Services Recipient’s receipt of such disputed invoice. 


                    Section
2.15. Primary Points of Contact for this Agreement. 


                    (a)
Each Party shall appoint an individual to act as the primary point of
operational contact for the administration and operation of this Agreement, as
follows: 


	
 

	
 


	
 

	
                    (i)
 The individual appointed by the Company as the primary point of operational
 contact pursuant to this Section 2.15(a) as set forth in Schedule
 2.15(a) (the “Company Contract Manager”) shall have overall
 operational responsibility for coordinating, on behalf of the Company, all
 activities undertaken by the Company and the Company Subsidiaries and their
 Affiliates and Representatives hereunder, including the performance of the
 Company’s obligations hereunder, acting as a day-to-day contact with the AIG
 Contract Manager and making available to AIG the data, facilities, resources
 and other support services from the Company required for the AIG Providers to
 be able to provide the Services and access to the Facilities in accordance
 with the requirements of this Agreement. The Company may change the Company
 Contract Manager from time to time upon written notice to AIG pursuant to Section
 8.02. The Company shall use commercially reasonable efforts to provide at
 least thirty (30) days’ prior written notice of any such change. 


	
 

	
 


	
 

	
                    (ii)
 The individual appointed by AIG as the primary point of operational contact
 pursuant to this Section 2.15(a) as set forth in Schedule 2.15(a)
 (the “AIG Contract Manager”) shall have overall operational
 responsibility for coordinating, on behalf of AIG, all activities undertaken
 by the AIG Providers and their Affiliates and Representatives hereunder,
 including the performance of AIG’s obligations hereunder, the coordinating of
 the provision of the Services and access to the Facilities with the Company,
 acting as a day-to-day contact with the Company Contract Manager. AIG may
 change the AIG Contract Manager from time to time upon written notice to the
 Company pursuant to Section 8.02. AIG shall use commercially
 reasonable efforts to provide at least thirty (30) days’ prior written notice
 of any such change. 





                    (b)
The Parties shall ensure that the AIG Contract Manager and the Company Contract
Manager shall meet in person or telephonically as frequently as necessary or
advisable for the performance of the Parties’ obligations hereunder. 


8






ARTICLE III


COSTS AND
DISBURSEMENTS


                    Section
3.01. Costs and Disbursements. 


                    (a)
As consideration for providing the Services and access to the Facilities, the
Company shall cause the Recipient to pay to the Provider the amount specified
next to each Service set forth in Schedule 2.01 and each Facility set
forth in Schedule 2.02, as such may be amended from time to time
pursuant to Section 6.01(d)(iv) (with respect to a Service or Facility,
the “Service Charge” for such Service or Facility). Each month’s Service
Charges (pro-rated if applicable to less than a full calendar month) shall be
payable in arrears, unless otherwise specified for each Service in Schedule
2.01, via electronic funds transfer (instructions to be separately
provided), to the Provider (i) within twenty (20) days of the Recipient’s
receipt of an invoice from the Provider (or from AIG on behalf of the
Provider), or (ii) for flat-rate Service Charges where invoices are not issued,
on the last day of each month in which the applicable Services or access to the
Facilities are rendered. Each invoice from a Provider (or from AIG on behalf of
a Provider) shall be accompanied by reasonable supporting documentation that
provides the number of hours worked by each employee (without identifying the
names of such employees) and the hourly rate for each employee (without
identifying the names of such employees) with respect to a Service or access to
a Facility for which variable or hourly fees are charged for such Services and
access to such Facilities. 


                    (b)
In addition to any Service Charges, the Company shall cause the Recipient to
pay the Provider any actual out-of-pocket costs and expenses (less any VAT
recoverable by the Provider or any of its Affiliates of the type set forth in Schedule
3.01(b), incurred by a Provider in the provision of, or in setting-up for,
facilitating or enabling the provision of, any Services or access to any
Facilities (the “Pass-Through Charges”). Any Pass-Through Charges shall
be reasonably calculated and invoiced by the Provider (or by AIG on behalf of
the Provider) and each invoice for such charges shall be accompanied by all
receipts or invoices from third parties (or copies thereof) relating to
out-of-pocket costs and expenses included in the Pass-Through Charges. The
Company shall cause the Recipient to pay any such Pass-Through Charges to the
Provider in immediately available funds within twenty (20) days of Recipient’s
receipt of an invoice (and reasonable supporting documentation) therefor from
the Provider (or from AIG on behalf of the Provider). 


                    (c)
     (i) The Provider shall be entitled to charge and collect from the Recipient an
additional amount equal to all state, local and/or foreign sales tax or VAT or
any other similar tax with respect to the provision of any Services or access
to any Facilities provided hereunder and shall timely remit such taxes to the
appropriate tax authorities. For the avoidance of doubt, where, in the sole
discretion of the Provider, the Provider is not required by law to charge or
collect state, local and/or foreign sales tax, VAT or any other similar tax,
the Recipient shall be responsible for, and shall timely remit to the
appropriate authorities, any such taxes that are required to be self-assessed
by the Recipient. AIG shall be responsible for (i) any Losses (including any
deficiency, interest and penalties) imposed as a result of a failure to timely
remit such taxes if and only if the Recipient has timely remitted such
additional amount to the Provider at the Provider’s request and (ii) interest
and penalties relating to a deficiency imposed as a result of the Provider’s
failure to have charged to the Recipient such taxes (but excluding any such
deficiency); otherwise the Company shall be responsible for such Losses and
shall hold AIG and any other Providers harmless in respect of them. 


                              (ii)
If VAT is chargeable in respect of any supply of any Services and/or access to
any Facilities under this Agreement, the Provider (or AIG on behalf of the
Provider) shall deliver a valid VAT invoice or invoices (as appropriate) in
respect of the supply of such Services and/or access to such Facilities to the
Recipient and, following receipt of a valid VAT invoice, the Recipient shall
pay the Provider the amount of that VAT on the date which the Provider (or AIG
on behalf of the Provider) shall have specified on the relevant VAT invoice. 


9






                              (iii)
Within thirty (30) days of receiving notification of the commencement of any
sales tax, VAT or other similar tax audit by a tax authority which involves the
provision of any Services or access to any Facilities provided hereunder, the
Party receiving such notice shall notify the other Party of such audit.
Thereafter, the Party or its Affiliate that bears the cost of such tax
(exclusive of any related interest and penalties) pursuant to Section
3.01(c) of this Agreement shall control all proceedings taken in connection
with such sales tax or VAT or other similar tax audit and shall take reasonable
steps to keep the other Party informed of the progress of any such audit; provided,
however, that where the other Party is liable to pay an amount in
respect of such sales tax, VAT or other similar tax pursuant to this Section
3.01(c) to a taxing authority or any other Person, the controlling Party
shall not settle or otherwise compromise such audit without the other Party’s
consent (which consent shall not be unreasonably withheld or delayed). The
other Party shall have the right (but not the duty) to participate in any
proceeding to contest sales tax, VAT or other similar liability, and shall have
the right to retain tax advisers or counsel at its own expense. 


                              (iv)
Any payment to the Provider made hereunder shall be made free and clear of any
deduction or withholding for tax (if any) and in the event that any deduction
or withholding for tax is required, the Company shall cause the Recipient to
pay additional amounts to the Provider so that after such deduction or
withholding the Provider receives the same amount that it would have received
but for the deduction or withholding of tax. The Company shall cause the
Recipient to timely remit such deduction or withholding for tax to the
appropriate taxing authority and provide the Provider with a receipt confirming
such payment. The Provider shall reasonably cooperate with the Recipient to
minimize applicable withholding taxes (e.g., by
providing tax residency certificates and other documents required under a
certain tax treaty to obtain the benefit of a lower withholding rate). 


                    (d)
Any amount required to be paid under this Section 3.01 and not paid by
the due date for payment shall be subject to late charges at an interest rate
of three percent (3%) over the London Inter-Bank Offered Rate for a one (1)
year period, as published by the eastern edition of The Wall Street Journal
on the date on which the payment was due. For avoidance of doubt, any amounts required
to be paid by either AIG or another Provider, on the one hand, or the Company
or another Recipient, on the other hand, after a dispute is resolved pursuant
to Section 8.08 shall be subject to the late charges specified in this Section
3.01(d) from the original due date for such amounts. In the event that the
Company or another Recipient disputes any amount on an invoice, the Company or
the Recipient shall (i) give notice of such disputed amount to either AIG or
the applicable Provider pursuant to the provisions of Section 8.08 and
(ii) pay any undisputed amounts on such invoice, in each case within twenty
(20) days from the Company’s or a Recipient’s receipt of such disputed invoice.



                    Section
3.02. No Right to Set-Off. The Company shall cause each Recipient to pay
to the Provider the full amount of Service Charges, Pass-Through Charges and
other amounts required to be paid by such Recipient under this Agreement and
shall not set-off, counterclaim or otherwise withhold any amount owed or
claimed to be owed to such Recipient under this Agreement on account of any
obligation owed by the Provider, whether or not such obligation has been
finally adjudicated, settled or otherwise agreed upon in writing. 


ARTICLE IV


WARRANTIES AND
COMPLIANCE


                    Section
4.01. Disclaimer of Warranties. Except as expressly set forth herein
(including Article V), each Party (on behalf of itself and its
Affiliates) acknowledges and agrees that the Services and access to the
Facilities are provided as-is, that each Party (on behalf of itself and its
Affiliates) assumes all risks and liabilities arising from or relating to its
use of and reliance upon the Services and the Facilities and that each Party
(on behalf of itself and its Affiliates) makes no representation or warranty
with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY (ON
BEHALF OF ITSELF AND ITS AFFILIATES) HEREBY EXPRESSLY DISCLAIMS ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING THE SERVICES AND THE FACILITIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD
TO QUALITY, 


10






PERFORMANCE,
NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES
AND THE FACILITIES FOR A PARTICULAR PURPOSE. In addition, each Party (on behalf
of itself and its Affiliates) expressly disclaims any express or implied
obligation or warranty of the Services and access to the Facilities that could
be construed to require a Provider to provide Services or access to the
Facilities hereunder in such a manner to allow a Recipient to comply with any
law, regulation, rule or court order applicable to the actions or functions of
a Recipient. 


                    Section
4.02. Compliance with Laws and Regulations. Each Party shall be responsible
for its own compliance with any and all Laws applicable to its performance
under this Agreement. 


ARTICLE V


LIMITED
LIABILITY AND INDEMNIFICATION


                    Section
5.01. Limited Liability of a Provider. Except in connection with
breaches of Section 2.12, Article VII, and Section 8.01,
no AIG Indemnified Person or any other Provider shall have any liability to any
Company Indemnified Person, in contract, tort or otherwise, for or in
connection with (a) any Services provided or to be provided or any access to
any Facilities provided or to be provided by any AIG Indemnified Person or any
other Provider pursuant to this Agreement or (b) any AIG Indemnified Person’s
or other Provider’s actions or inactions in connection with any such Services
or access to any such Facilities referred to in the immediately preceding
clause (a), in each case, except to the extent that such Company Indemnified
Person suffers a Loss that results from such AIG Indemnified Person’s or other
Provider’s gross negligence, bad faith or willful misconduct in connection with
any such Services or access to any such Facilities and except as otherwise set
forth in this Article V. 


                    Section
5.02. Indemnification of Each Recipient by the Relevant Provider.
Subject to the limitations set forth in Section 5.04 and the other
provisions of this Agreement, AIG shall, or shall cause the relevant Provider
to, indemnify each Company Indemnified Person against, and defend and hold each
Company Indemnified Person harmless from, any and all Losses imposed on,
sustained, incurred or suffered by, or asserted by any Company Indemnified
Person to the extent such Losses result from or arise out of: (a) AIG’s (and
its Affiliates that are Providers) breach of Section 2.12, Article VII,
or Section 8.01 or (b) gross negligence, bad faith or willful misconduct
of the Providers in providing any Services or access to any Facilities pursuant
to this Agreement or otherwise in connection with this Agreement. 


                    Section
5.03. Indemnification of Each Provider by the Relevant Recipient.
Subject to the limitations set forth in Section 5.04 and the other
provisions of this Agreement, the Company shall, or shall cause the relevant
Recipient to, indemnify each AIG Indemnified Person and any other Provider
against, and defend and hold each AIG Indemnified Person and any other Provider
harmless from, any and all Losses arising from third-party claims imposed on,
sustained, incurred or suffered by, or asserted against any AIG Indemnified
Person or other Provider to the extent such Losses result from or arise out of:
(a) the Company’s (and its Affiliates that are Recipients) material breach of
this Agreement or (b) any Services provided or to be provided or access to any
Facilities provided or to be provided to the Company (and its Affiliates that
are Recipients) by any AIG Indemnified Person or other Provider pursuant to
this Agreement, provided that the Company shall not be responsible for
any Losses for which an AIG Indemnified Person is required to indemnify the
Company and other Company Indemnified Persons pursuant to Section 5.02.
Without prejudice to the foregoing, the Company also shall, or shall cause the
relevant Recipient to, indemnify each AIG Indemnified Person and any other Provider
against, and defend and hold each AIG Indemnified Person and any other Provider
harmless from, any and all Losses arising from third-party claims imposed on,
sustained, incurred or suffered by, or asserted against any AIG Indemnified
Person or other Provider for or in respect of any actions taken, omitted to be
taken or suffered to be taken by it pursuant to this Agreement, in good faith
and in reliance upon the written opinion of outside counsel or written
instructions by or on behalf of the Company or the Company Entities, except to
the extent such liability arises from the gross negligence, bad faith or
willful misconduct of an AIG Indemnified Person or any other Provider or any of
their respective officers, employees, agents, or representatives. 


11






                    Section
5.04. Additional Limitations on Liability. 


                    (a)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF
ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS
OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS
OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE
AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN
CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN
TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY,
INDEMNIFICATION OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE
FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES. 


                    (b)
The aggregate liability of AIG and the other Providers pursuant to this
Agreement or anything done or omitted to be done in connection therewith,
whether in contract, tort or otherwise, shall not exceed the aggregate amount
of the fees, costs, expenses, or any other amounts payable by the Recipient to
AIG or such other Provider pursuant to this Agreement. 


                    (c)
Other than in connection with an indemnity claim under this Article V,
upon a claim of a breach of this Agreement, the non-breaching Party shall give
the breaching Party a reasonable opportunity to correct the breach within
thirty (30) days of the non-breaching Party delivering a notice of such breach
to the breaching Party. If the breaching Party is able to cure the breach
within thirty (30)days and the non-breaching Party has not
incurred any actual Losses, the breaching Party shall not be liable for any
Losses hereunder. 


                    (d)
Each AIG Indemnified Person and Company Indemnified Person agrees that it shall
use commercially reasonable efforts to mitigate and otherwise minimize its
respective Losses, whether direct or indirect, due to, resulting from or
arising in connection with any failure by an AIG Indemnified Person or Company
Indemnified Person, as applicable, to perform fully any obligations under, and
comply with, this Agreement. 


                    (e)
No AIG Indemnified Person shall have any responsibility to any Company
Indemnified Person for reserve reporting or regulatory reporting. 


                    (f)
Any claim for indemnification by an Indemnified Person must be made in writing
to AIG or the Company, as applicable, before the day that is the one year
anniversary of the date the Service or the access to the Facility giving rise
to such claim was terminated. 


                    Section
5.05. Insurance. Notwithstanding anything to the contrary contained
herein, no Party indemnified under this Article V shall be indemnified or held
harmless to the extent such Losses are covered by insurance. 


                    Section
5.06. Procedures. The provisions of Section 8.04 and Section
8.05 of the Separation Agreement shall govern indemnification under this
Article V. 


                    Section
5.07. Exclusive Remedy. Each Party acknowledges and agrees that,
following the First Time of Delivery, other than (a) in the case of fraud by
the Company or AIG or any of their respective Affiliates or Representatives,
(b) as expressly set forth in this Agreement and (c) with respect to Section
2.12, Section 8.01, Section 8.08(g) and Section 8.08(i),
the indemnification provisions of this Article V shall be the sole and
exclusive remedy of AIG and the Company, respectively, for any breach of this
Agreement and for any failure to perform or comply with any covenants or
agreements contained in this Agreement. 


12






ARTICLE VI


TERM AND TERMINATION


                    Section
6.01. Term and Termination. 


                    (a)
Each Service and access to each Facility shall be provided for a term
commencing on the First Time of Delivery and ending, in each case, on the date
set forth with respect to such Service or access to such Facility in Schedule
2.01 (in the case of Services) or Schedule 2.02 (in the case of
access to Facilities), respectively, or such shorter term if earlier terminated
pursuant to the terms of this Agreement. 


                    (b)
Notwithstanding the term for providing any Service or access to any Facility as
set forth in Schedule 2.01 or Schedule 2.02, respectively, this
Agreement may be terminated earlier by AIG (i) if the Company is in material
breach of the terms of this Agreement and the Company fails to cure such breach
within thirty (30) days of AIG delivering a written notice of such breach to
the Company (it being understood and agreed that the failure of the Company or
a Recipient to pay any outstanding Service Charge or other amount due to AIG or
a Provider shall be a material breach of the terms of this Agreement and that
AIG may terminate this Agreement if the Company fails to cure such breach
within ten (10) days of AIG delivering a written notice of such breach to the
Company); or (ii) if the Company or the Company Entities commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment
for the benefit of creditors or shall take any corporate action to authorize
any of the foregoing. 


                    (c)
Notwithstanding the term for providing any Service or access to any Facility as
set forth in Schedule 2.01 or Schedule 2.02, respectively, this
Agreement may be terminated earlier by the Company (i) if AIG is in material
breach of the terms of this Agreement and AIG fails to cure such breach within
thirty (30) days of the Company delivering a written notice of such breach to
AIG; or (ii) if AIG commences a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, or
shall consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced
against it, or shall make a general assignment for the benefit of creditors or
shall take any corporate action to authorize any of the foregoing. 


                    (d)
With respect to any Service or access to any Facility: 


	
 

	
 


	
 

	
                    (i)
 the Company may terminate such Service or access to such Facility, in whole
 but not in part with respect to such Service or access to such Facility: (A)
 for any reason or no reason upon providing at least ten (10) days’ prior
 written notice to the Provider of such Service or access to such Facility
 (unless a longer notice period is specified in the Schedules attached hereto
 or in a third-Person agreement to provide Services), in each case, subject to
 the obligation to pay any applicable termination charges pursuant to Section
 6.02; or (B) at any time upon prior written notice if AIG has failed to
 perform any of its material obligations under this Agreement with respect to
 such Service or access to such Facility, and such failure shall continue to
 exist thirty (30) days after receipt by AIG of a written notice of such
 failure from the Company or the applicable Recipient; or (C) pursuant to Section
 6.04(b); 


	
 

	
 


	
 

	
                    (ii)
 AIG may terminate such Service or access to such Facility, in whole but not
 in part with respect to such Service or access to such Facility: (A) at any
 time upon prior 





13






	
 

	
 


	
 

	
written notice if
 the Company has failed to perform any of its material obligations under this
 Agreement with respect to such Service or access to such Facility, and such
 failure shall continue to exist thirty (30) days after receipt by the Company
 of a written notice of such failure from AIG or the applicable Provider; (B)
 after compliance with the provisions of Section 2.04, immediately upon
 the Company’s receipt of written notice, if the continued performance of such
 Service or the provision of access to such Facility would, in the opinion of
 AIG exercised in good faith, be a violation of any Law; or (C) pursuant to Section
 6.04(b); 


	
 

	
 


	
 

	
                    (iii)
 Any such Service or access to such Facility may be terminated, in whole but
 not in part, upon the mutual agreement of the Parties; and 


	
 

	
 


	
 

	
                    (iv)
 AIG may terminate such Service or access to such Facility, in whole but not
 in part with respect to such Service or access to such Facility: upon sixty
 (60) days’ prior written notice to the Company if (A) AIG determines in its
 reasonable discretion that it is necessary for AIG to increase its Service
 Charges in order to recover its increased costs to provide such Service or
 access to such Facility and (B) the Company does not consent in writing to
 amend Schedule 2.01 or Schedule 2.02, as applicable, to provide
 for such increased Service Charges within thirty (30) days of receiving from
 AIG such written notification along with the proposed increased Service
 Charges and reasonably detailed documentation in support of the proposed
 increased Service Charges. 





If a Service or access to a Facility is terminated, the relevant
Schedule shall be updated to reflect such termination. In the event that the
effective date of the termination of any Service or access to any Facility is a
day other than at the end of a month, the Service Charge, the Pass-Through
Charges and other amounts due to a Provider associated with such Service or
access to such Facility shall be pro-rated appropriately. In addition, to the
extent that a Provider’s ability to provide a Service or access to a Facility,
as the case may be, is dependent on the continuation of another Service or
access to another Facility, as the case may be, such Provider’s obligation to provide
such Service or access to such Facility shall terminate automatically with the
termination of such supporting Service or access to such supporting Facility. 


                    Section
6.02. Termination Charges. Upon early termination of any Service or
access to any Facility pursuant to Section 6.01(d)(i) or (ii),
the Company shall pay to AIG or any other Provider such early termination
charges as may be incurred by AIG or any other Provider in order to discontinue
earlier than originally anticipated the provision of such Service or access to
such Facility. Such early termination charges may include wind-down costs,
breakage fees, early termination fees or charges, minimum volume make-up
charges, other start-up or wind-down costs incurred by AIG or any other
Provider that AIG or such other Provider had anticipated would be paid for by
the Company over the course of the originally contemplated term or other
amounts payable to third Persons or internal costs incurred by AIG or such
other Provider in its commercially reasonable efforts to discontinue earlier
than originally anticipated the provision of such Services or access to such
Facilities. AIG and such other Provider shall use commercially reasonable
efforts to minimize the existence and amount of such early termination charges;
provided, however, that the foregoing obligations shall not alter
or diminish the Company’s obligation to pay early termination charges as
reasonably determined by AIG and such other Provider in accordance with the
terms hereof. All termination charges shall be due and payable to AIG or any
other Provider in immediately available funds within twenty (20) days of the
Company’s receipt of any invoice therefor. 


                    Section
6.03. Effect of Termination. 


                    (a)
Upon termination of any Service or access to any Facility in accordance with
this Agreement and subject to Section 6.02, AIG and any other Provider
will have no further obligation to provide such terminated Service or such
terminated access to the applicable Facility, and the Company shall have no
obligation to pay any Service Charges, Pass-Through Charges or other required
amounts relating to any such Service or access to such Facility, provided
that the Company shall remain obligated to AIG and any other Provider for any
Service Charges, Pass-Through Charges or other required 


14






amounts owed and payable in respect of such terminated Service or such
terminated access to the applicable Facility that was provided prior to the
effective date of termination and any amounts owed or payable for Migration
Services provided. Any and all rights to Intellectual Property granted to a
Recipient and/or Provider hereunder in connection with the provision of a
terminated Service or terminated access to the applicable Facility shall
immediately cease upon such termination. In connection with the termination of
any Service or access to any Facility, the provisions of this Agreement not
relating solely to such terminated Service or such terminated access to the
applicable Facility shall survive any such termination. 


                    (b)
In connection with a termination of this Agreement, Article I, Article
V, Article VII, Article VIII, Section 2.12, Section
6.02 and this Section 6.03 and liability for all due and unpaid
Service Charges, Pass-Through Charges and other amounts required by this
Agreement shall continue to survive indefinitely. 


                    Section
6.04. Force Majeure. 


                    (a)
No Party (or any Person acting on its behalf) shall have any liability or
responsibility for any interruption, delay or other failure to fulfill any
obligation (other than a payment obligation) under this Agreement so long as
and to the extent to which the fulfillment of such obligation is prevented,
frustrated, hindered or delayed as a consequence of circumstances of a Force
Majeure, provided that such Party (or such Person) shall have exercised
commercially reasonable efforts to minimize the effect of a Force Majeure on
its obligations. In the event of an occurrence of a Force Majeure, the Party
whose performance is affected thereby shall give notice (orally or in writing)
of suspension as soon as reasonably practicable to the other stating the date
and extent of such suspension and the cause thereof, and such Party shall
resume the performance of such obligations as soon as reasonably practicable
upon the cessation of such Force Majeure and its effects. 


                    (b)
During the period of a Force Majeure, the Company shall be entitled to seek an
alternative service provider at its own cost with respect to the Services
affected or access to the Facilities affected. If a Force Majeure shall
continue to exist for more than thirty (30) consecutive days, either the
Company or AIG shall be entitled to permanently terminate the Services affected
or access to the Facilities affected. The Company shall be relieved of the
obligation to pay any Service Charges or Pass-Through Charges for the provision
of the affected Services or access to the affected Facilities throughout the
duration of such Force Majeure. 


ARTICLE VII


REPRESENTATIONS AND WARRANTIES


                    Section
7.01. Representations and Warranties of AIG. AIG hereby represents and
warrants to the Company as follows: 


                    (a)
Incorporation and Authority of AIG. AIG is a corporation duly
incorporated, validly existing and in good standing under the Laws of the State
of Delaware. AIG has full legal power and authority, and has taken all required
legal action necessary, to execute and deliver this Agreement and all other
agreements, instruments, certificates, notices and other documents as are
necessary to consummate the transactions contemplated hereby and otherwise to
carry out the terms of this Agreement. AIG has duly and validly authorized the
execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby has been duly and validly authorized by AIG
and no other proceedings on the part of AIG are necessary to authorize the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby by AIG. 


                    (b)
Enforceability. This Agreement has been duly and validly executed by AIG
and, assuming due authorization, execution and delivery by the other Party
hereto, constitutes, or upon execution and delivery thereof will constitute,
the legal, valid and binding agreement of AIG, enforceable 


15






against AIG in accordance with its terms, subject to the effect of any
applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation,
liquidation, fraudulent conveyance or similar Laws relating to or affecting
creditors’ rights generally and subject, as to enforceability, to the effect of
general equitable principles (regardless of whether enforcement is sought in a
proceeding in equity or at law). 


                    (c)
Consents and Approvals. Except as set forth on Schedule 7.01(c),
no consent, approval, waiver, authorization, notice or filing is required to be
obtained by AIG or any of its Affiliates from, or to be given by AIG or any of
its Affiliates to, or made by AIG or any of its Affiliates with, any
Governmental Authority or any other Person, in connection with the execution,
delivery and performance by AIG or any of its Affiliates of this Agreement. 


                    (d)
Non-Contravention. The execution, delivery and performance by AIG and
its Affiliates of this Agreement, and the consummation of the transactions
contemplated hereby, do not and will not (i) violate any provision of the
Organizational Documents of AIG or any of its Affiliates; (ii) assuming the
receipt of all consents, approvals, waivers and authorizations and the making
of the notices and filings set forth on Schedule 7.01(c), conflict with,
or result in the breach of, or constitute a default under, or result in the
termination, cancellation, modification or acceleration (whether after the
filing of notice or the lapse of time or both) of any right or obligation of
AIG or any of its Affiliates under, or result in a loss of any benefit to which
AIG or any if its Affiliates is entitled under, any Contract, or result in the
creation of any Lien (other than Permitted Liens) upon the assets and
properties of AIG or any of its Affiliates; or (iii) assuming the receipt of
all consents, approvals, waivers and authorizations and the making of the
notices and filings set forth on Schedule 7.01(c) or required to be made
or obtained by the Company or any of the Company Subsidiaries, violate, or
result in a breach of, or constitute a default under any Law, Governmental
Order or Self-Regulatory Organization Approval to which AIG or any of its
Affiliates is subject, other than, in the cases of clauses (ii) and (iii),
conflicts, breaches, terminations, defaults, cancellations, accelerations,
losses, violations or Liens that would not materially impair or delay AIG’s
ability to perform its obligations hereunder. 


                    (e)
Disclaimer. Except for the representations and warranties contained in
this Section 7.01, AIG does not make any other representation or
warranty of any kind or nature whatsoever, oral or written, express or implied,
with respect to AIG or any of its Affiliates, this Agreement or the
transactions contemplated by this Agreement. 


                    Section
7.02. Representations and Warranties of the Company. 


                    (a)
Incorporation and Authority of the Company. The Company is a corporation
duly incorporated, validly existing and in good standing under the Laws of the
State of Delaware. The Company has full legal power and authority, and has
taken all required legal action necessary, to execute and deliver this
Agreement and all other agreements, instruments, certificates, notices and
other documents as are necessary to consummate the transactions contemplated
hereby and otherwise to carry out the terms of this Agreement. The Company has
duly and validly authorized the execution and delivery of this Agreement, and
the consummation of the transactions contemplated hereby has been duly and validly
authorized by the Company and no other proceedings on the part of the Company
are necessary to authorize the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby by the Company. 


                    (b)
Enforceability. This Agreement has been duly and validly executed by the
Company and, assuming due authorization, execution and delivery by the other
Party hereto, constitutes, or upon execution and delivery thereof will
constitute, the legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, subject to the effect of any
applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation,
liquidation, fraudulent conveyance or similar Laws relating to or affecting
creditors’ rights generally and subject, as to enforceability, to the effect of
general equitable principles (regardless of whether enforcement is sought in a
proceeding in equity or at law). 


16






                    (c)
Consents and Approvals. Except as set forth on Schedule 7.02(c),
no consent, approval, waiver, authorization, notice or filing is required to be
obtained by the Company or any of the Company Subsidiaries from, or to be given
by the Company or any of the Company Subsidiaries to, or made by the Company or
any of the Company Subsidiaries with, any Governmental Authority or other
Person, in connection with the execution, delivery and performance by the
Company or any of the Company Subsidiaries of this Agreement. 


                    (d)
Non-Contravention. The execution, delivery and performance by the
Company and the Company Subsidiaries of this Agreement, and the consummation of
the transactions contemplated hereby, do not and will not (i) violate any
provision of the Organizational Documents of the Company or any of the Company
Subsidiaries; (ii) assuming the receipt of all consents, approvals, waivers and
authorizations and the making of the notices and filings set forth on Schedule
7.02(c), to the Knowledge of the Company, conflict with, or result in the
breach of, or constitute a default under, or result in the termination,
cancellation, modification or acceleration (whether after the filing of notice
or the lapse of time or both) of any right or obligation of the Company or any
of the Company Subsidiaries under, or result in a loss of any benefit to which
the Company or any of the Company Subsidiaries is entitled under, any Contract,
or result in the creation of any Lien (other than Permitted Liens) upon the
assets and properties of the Company or any of the Company Subsidiaries; or
(iii) assuming the receipt of all consents, approvals, waivers and
authorizations and the making of notices and filings set forth on Schedule
7.02(c) or required to be made or obtained by AIG or any of its Affiliates,
to the Knowledge of the Company, violate or result in a breach of or constitute
a default under any Law, Governmental Order or Self-Regulatory Organization
Approval to which the Company or any of the Company Subsidiaries is subject,
other than, in the cases of clauses (ii) and (iii), conflicts, breaches,
terminations, defaults, cancellations, accelerations, losses, violations or
Liens that would not materially impair or delay the Company’s ability to
perform its obligations hereunder. 


                    (e)
Disclaimer. Except for the representations and warranties contained in
this Section 7.02, the Company does not make any other representation or
warranty of any kind or nature whatsoever, oral or written, express or implied,
with respect to the Company or any of the Company Subsidiaries, this Agreement
or the transactions contemplated by this Agreement. 


ARTICLE VIII


GENERAL PROVISIONS


                    Section
8.01. Treatment of Confidential Information. 


                    (a)
Each Party shall not, and shall cause other Persons under its Control
(including Affiliates and Representatives) that are providing or receiving
Services or access to Facilities or that otherwise have access to information
of the other Party that is confidential or proprietary (“Confidential
Information”) not to, disclose to any other Person or use, except for
purposes of this Agreement, any Confidential Information of the other Party
that after the First Time of Delivery is provided or that becomes known or
available pursuant to or as a result of the carrying out of the provisions of
this Agreement; provided, however, that each Party may disclose
(subject to applicable Law) Confidential Information of the other Party to
Providers and Recipients and their respective Representatives, in each case who
(x) require such information in order to perform their duties in connection
with this Agreement and (y) have agreed to maintain the confidentiality of such
information consistent with the terms hereof; and provided, further,
that each Party may disclose (subject to applicable Law) Confidential
Information of the other Party if (i) any such Confidential Information is or
becomes generally available to the public other than (A) in the case of the
Company, as a result of disclosure by AIG or its Affiliates or any of their
respective Representatives and (B) in the case of AIG, as a result of
disclosure by the Company or any Company Subsidiary (after the First Time of
Delivery) or any of their respective Affiliates or any of their respective
Representatives, (ii) any such Confidential Information (including any report,
statement, testimony or other submission to a Governmental Authority) is
required by applicable Law, Governmental Order or such Governmental Authority
to be disclosed, after prior notice has been given to the other Party to the
extent such notice is permitted by applicable Law, provided that no such
notice is required if prohibited by 


17






applicable law, (iii) any such Confidential Information is reasonably
necessary to be disclosed in connection with any Action or in any dispute with
respect to this Agreement (including in response to any summons, subpoena or
other legal process or formal or informal investigative demand issued to the
disclosing Party in the course of any litigation, arbitration, mediation,
investigation or administrative proceeding), (iv) any such Confidential
Information was or becomes available to such Party on a non-confidential basis
and from a source (other than a Party to this Agreement or any Affiliate or
Representative of such Party) that is not bound by a confidentiality agreement
with respect to such information or (v) any such Confidential Information is
independently developed after the First Time of Delivery without the aid,
application or use of any information that is to be kept confidential under
this Article VIII as evidenced by a written record proving such
independent development. 


                    (b)
Notwithstanding anything to the contrary contained herein, the Parties
acknowledge and agree that each of the Parties and such Party’s Affiliates may
share upon prior written notice any information relating to or obtained from
the other Party and its Affiliates (including, in the case of the Company, the
Company Subsidiaries) with (i) the Federal Reserve Bank of New York or the U.S.
Department of the Treasury and their respective Representatives, (ii) the AIG
Credit Facility Trust, (iii) any insurance regulatory authority or (iv) the IRS
or any other tax authority, in each case as such Party deems necessary or
advisable in its good faith judgment. 


                    (c)
To the fullest extent permitted by applicable Laws, the provisions of Section
8.01(a) shall not restrict or limit the use of or disclosure by AIG or any
of its Affiliates of any customer, policy or beneficiary information (including
such information relating to the Company and the Company Subsidiaries) if such
information was in the possession or control of AIG or its Affiliates prior to
the First Time of Delivery. For the avoidance of doubt, the foregoing shall
apply regardless of whether such information (i) was also possessed or
controlled by the Company and the Company Subsidiaries on or prior to the First
Time of Delivery and/or (ii) was originated by any other such Person. 


                    Section
8.02. 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 except
as otherwise set forth herein) by delivery in person, by overnight courier
service, by facsimile with receipt confirmed (followed by delivery of an
original via overnight courier service) or by registered or certified mail
(postage prepaid, return receipt requested) to the respective Parties at the
following addresses (or at such other address for a Party as shall be specified
in a notice given in accordance with this Section 8.02): 


	
 

	
 

	
 

	
 


	
 

	
(i)

	
if to AIG:


	
 

	
 

	
 


	
 

	
 

	
American
 International Group, Inc. 


	
 

	
 

	
70 Pine Street 


	
 

	
 

	
New York, New York
 10270 


	
 

	
 

	
Attention:

	
General Counsel 


	
 

	
 

	
Facsimile:

	
(212) 425-2175 


	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy to:


	
 

	
 

	
 


	
 

	
 

	
American
 International Group, Inc. 


	
 

	
 

	
70 Pine Street –
 Floor 24 


	
 

	
 

	
New York, New York
 10270 


	
 

	
 

	
Attention:

	
Ms. Liz Flynn 


	
 

	
 

	
 

	
Head of
 Divestiture Separation Team 


	
 

	
 

	
Facsimile:

	
(212) 770-3637 





18






	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy to:


	
 

	
 

	
 

	
 


	
 

	
 

	
Sullivan &
 Cromwell LLP


	
 

	
 

	
125 Broad Street


	
 

	
 

	
New York, New York
 10004


	
 

	
 

	
Attention:

	
Stephen M. Kotran,
 Esq.


	
 

	
 

	
          Robert
 E. Buckholz Jr., Esq.


	
 

	
 

	
Facsimile:

	
(212) 558-3588


	
 

	
 

	
 

	
 


	
 

	
(ii)

	
if to the Company:


	
 

	
 

	
 

	
 


	
 

	
 

	
Transatlantic
 Holdings, Inc.


	
 

	
 

	
80 Pine Street


	
 

	
 

	
New York, NY 10005


	
 

	
 

	
Attention:

	
Gary A. Schwartz


	
 

	
 

	
 

	
SVP and General
 Counsel


	
 

	
 

	
Facsimile:

	
(212) 248-0965


	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy to:


	
 

	
 

	
 

	
 


	
 

	
 

	
Gibson, Dunn &
 Crutcher LLP


	
 

	
 

	
200 Park Avenue


	
 

	
 

	
New York, New York
 10166


	
 

	
 

	
Attention:

	
Lois Herzeca, Esq.


	
 

	
 

	
 

	
Andrew Fabens,
 Esq.


	
 

	
 

	
Facsimile:

	
(212) 351-5218


	
 

	
 

	
 

	
(212) 351-5237





                    Section
8.03. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced under any Law or as a matter of
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any Party hereto. 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 transactions contemplated by this Agreement
be consummated as originally contemplated to the greatest extent possible. 


                    Section
8.04. Entire Agreement. Except as otherwise expressly provided in this
Agreement, this Agreement and the other Transaction Agreements constitute the
entire agreement of the Parties with respect to the subject matter of this
Agreement and supersede all prior agreements and undertakings, both written and
oral, between or on behalf of AIG and/or its Affiliates, on the one hand, and
the Company and/or its Affiliates, on the other hand, with respect to the
subject matter of this Agreement. 


                    Section
8.05. Assignment. This Agreement shall not be assigned, in whole or in
part, by operation of law or otherwise without the prior written consent of the
Parties; provided, however, that AIG may assign any or all of its
rights and obligations under this Agreement (a) to any of its Affiliates or (b) to an Affiliate, business unit or any other portion of the business
of AIG that it divests (whether by stock or asset sale, merger or otherwise) in
connection with such divestiture; provided, however, that such assignment does
not release AIG from any liability under this Agreement incurred prior to such
assignment. Any attempted assignment in violation of this Section 8.05 shall be
void. This Agreement shall be binding upon, shall inure to the benefit of, and
shall be enforceable by the Parties and their successors and permitted assigns.



                    Section
8.06. No Third-Party Beneficiaries. Except as set forth in Article V with
respect to Indemnified Persons and other Providers, this Agreement is for the
sole benefit of the Parties and their successors and permitted assigns, and
nothing in this Agreement, express or implied, is intended to or 


19






shall confer
upon any other Person (including any policyholder of AIG or the Company or any
of the Insurance Subsidiaries) any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement. Any Company
Subsidiary and any Provider who, immediately prior to the First Time of
Delivery, was an Affiliate of AIG, shall be an express third party beneficiary
under this Agreement and, as such, this Agreement may be enforced by any such
Company Subsidiary or Provider as if it were a party hereto. 


                    Section
8.07. Amendment; Waiver. No provision of this Agreement may be amended,
supplemented or modified except by a written instrument signed by all 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. 


                    Section
8.08. Dispute Resolution. Any dispute, controversy or claim arising out
of, relating to or in connection with this Agreement, or the breach,
termination or validity thereof (a “Dispute”), shall be resolved as
follows: 



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


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


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


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



                    (e)
Any request for production of documents or other information is subject to the
express authorization of the tribunal, which shall endeavor to ensure that any
such requests are as limited and disciplined as is consistent with the just
resolution of the dispute. The Parties expressly waive any right to seek
evidence under 9 U.S.C. § 7 or any similar provision. A Party may request, and
the tribunal should authorize, production only of specific documents or narrow
and specific categories of documents 


20






that are critical to the fair presentation
of a Party’s case and reasonably believed to exist and be in the possession,
custody or control of the other Party. 


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


                    (g)
For the avoidance of doubt, the tribunal may grant specific performance or
injunctive relief where authorized under this Agreement or applicable Law. The
tribunal shall have the authority to make orders for interim relief necessary
to preserve a Party’s rights, including preliminary injunctive relief. The
Parties agree that any ruling by the tribunal on interim measures shall be
deemed to be a final award with respect to the subject matter of the ruling and
shall be fully enforceable as such. Each Party hereby acknowledges that money
damages may be an inadequate remedy for a breach or anticipated breach of this
Agreement because of the difficulty of ascertaining the amount of damage that
will be suffered in the event that this Agreement is breached. Therefore, in
the event of a breach or anticipated breach of this Agreement by the other
Party or its Affiliates for which the provisions of Article V do not
provide for indemnification as the exclusive remedy under the Agreement, each
Party may, in addition to any other remedies available to it, seek an
injunction to prohibit such breach or anticipated breach. Each Party
acknowledges and agrees that an injunction is a proper, but not exclusive,
remedy available to each Party and that the harm from any breach or anticipated
breach of the covenants set forth in this Agreement would be irreparable and
immediate. 


                    (h)
Notwithstanding Section 8.09 of this Agreement, the agreement to
arbitrate set forth in this Section 8.08 and any arbitration conducted
hereunder shall be governed by Title 9 (Arbitration) of the United States Code.



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


                    Section
8.09. Governing Law; Waiver of Jury Trial. 


                    (a)
This Agreement shall in all respects be governed by, and construed in
accordance with, the Laws of the State of Delaware without giving effect to any
conflicts of law principles of such state that might refer the governance, construction or
interpretation of such agreements to the Laws of another jurisdiction. 


                    (b)
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 LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A)
NO REPRESENTATIVE, AGENT OR 


21







ATTORNEY OF 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, (B) EACH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS
WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS OF THIS SECTION
8.09. EITHER 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
8.10. Rules of Construction. Interpretation of this Agreement shall be
governed by the following rules of construction: (a) words in the singular
shall be held to include the plural and vice versa, and words of one gender
shall be held to include the other gender as the context requires; (b)
references to the terms Preamble, Recital, Article, Section, paragraph and
Schedule are references to the Preamble, Recitals, Articles, Sections,
paragraphs and Schedules to this Agreement unless otherwise specified; (c)
references to “$” shall mean U.S. dollars; (d) the word “including” and words
of similar import when used in this Agreement shall mean “including without
limitation,” unless otherwise specified; (e) the word “or” shall not be
exclusive; (f) the words “herein,” “hereof” or “hereunder” and similar terms
are to be deemed to refer to this Agreement as a whole and not to any specific
section; (g) the headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement; (h) this Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party
drafting or causing any instrument to be drafted; (i) if a word or phrase is
defined, the other grammatical forms of such word or phrase have a
corresponding meaning; (j) references to any statute, listing rule, rule,
standard, regulation or other law include a reference to (i) the corresponding
rules and regulations and (ii) each of them as amended, modified, supplemented,
consolidated, replaced or rewritten from time to time; and (k) references to
any section of any statute, listing rule, rule, standard, regulation or other
Law include any successor to such section. 


                    Section
8.11. Obligations of Parties. Each obligation of a Provider under this
Agreement to take (or refrain from taking) any action hereunder shall be deemed
to include an undertaking by AIG to cause such Provider to take (or refrain
from taking) such action. Each obligation of a Recipient or any of its
Subsidiaries under this Agreement to take (or refrain from taking) any action
hereunder shall be deemed to include an undertaking by the Company to cause
such Recipient or its Subsidiaries to take (or refrain from taking) such
action. 


                    Section
8.12. Counterparts. This Agreement may be executed in one or more
counterparts, and by each Party 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
8.13. Effective Time. This Agreement shall become effective as of the
First Time of Delivery. In the event that the First Time of Delivery does not
occur, this Agreement shall be of no force or effect. 


22






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


	
 

	
 

	
 

	
 


	
 

	
AMERICAN
 INTERNATIONAL GROUP, INC.


	
 

	
 


	
 

	
By:

	
/s/ Philip M.
 Jacobs


	
 

	
 

	



	
 

	
 

	
Name: Philip M.
 Jacobs


	
 

	
 

	
Title: Senior Vice
 President – Divestitures


	
 

	
 

	
 

	
 


	
 

	
TRANSATLANTIC
 HOLDINGS, INC.


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Robert F.
 Orlich


	
 

	
 

	



	
 

	
 

	
Name: Robert F.
 Orlich


	
 

	
 

	
Title: Chairman,
 President and Chief Executive Officer