BY SUCH JURISDICTION WITH RESPECT TO THE MILLER BUSINESS.
(IV)
NO MILLER GROUP COMPANY (A) HAS BEEN SINCE 1990 A MEMBER OF ANY
OTHER AFFILIATED GROUP FILING A CONSOLIDATED UNITED STATES FEDERAL INCOME TAX
RETURN (EXCEPT
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EACH OF THE AFFILIATED GROUPS OF WHICH MILLER, SABMILLER HOLDINGS AND ALTRIA
GROUP, INC. (OR ANY PREDECESSOR OF ALTRIA GROUP, INC.) IS OR WAS THE COMMON
PARENT) OR (B) HAS ANY LIABILITY FOR THE TAXES OF ANY PERSON OTHER THAN MILLER,
SABMILLER HOLDINGS OR ALTRIA GROUP, INC. (OR ANY PREDECESSOR OF ALTRIA
GROUP, INC.) OR ANY OF THEIR SUBSIDIARIES UNDER TREASURY REGULATIONS
SECTION 1.1502-6 (OR ANY SIMILAR PROVISION OF STATE, LOCAL, OR FOREIGN LAW), AS
A TRANSFEREE OR SUCCESSOR, BY CONTRACT, OR OTHERWISE (OTHER THAN IN CONNECTION
WITH THE TMA).
NO MILLER GROUP COMPANY IS A PARTY TO OR BOUND BY ANY TAX
ALLOCATION OR SHARING AGREEMENT (OTHER THAN THE TMA).
(V)
MILLER HAS PROVIDED TO MCBC TRUE AND COMPLETE COPIES OF ALL
PRIVATE LETTER RULINGS, TECHNICAL ADVICE MEMORANDA OR RULINGS FROM A TAXING
AUTHORITY WITH RESPECT TO THE MILLER BUSINESS THAT HAVE BEEN ISSUED TO OR
RECEIVED BY ANY MILLER GROUP COMPANY SINCE JANUARY 1, 2005.
(VI)
NO MILLER GROUP COMPANY HAS ENTERED INTO, OR OTHERWISE
PARTICIPATED (DIRECTLY OR INDIRECTLY) IN, ANY "LISTED TRANSACTION" WITHIN THE
MEANING OF SECTION 1.6011-4(B) OF THE TREASURY REGULATIONS.
(VII)
SCHEDULE 4.02(R) LISTS EACH MILLER GROUP COMPANY OR OTHER PERSON
WHICH IS A MILLER CONTRIBUTION FOR WHICH AN ELECTION HAS BEEN MADE PURSUANT TO
SECTION 7701 OF THE CODE AND THE TREASURY REGULATIONS THEREUNDER TO BE TREATED
OTHER THAN ITS DEFAULT CLASSIFICATION FOR U.S. FEDERAL INCOME TAX PURPOSES.
EXCEPT AS DISCLOSED ON SUCH SCHEDULE, EACH MILLER GROUP COMPANY OR OTHER PERSON
WILL BE CLASSIFIED FOR U.S. FEDERAL INCOME TAX PURPOSES ACCORDING TO ITS DEFAULT
CLASSIFICATION.
(S)
EMPLOYEE BENEFIT PLANS.
(I)
SCHEDULE 4.02(S) CONTAINS A COMPLETE AND ACCURATE LIST OF EACH
EMPLOYEE BENEFIT PLAN THAT A SABMILLER GROUP COMPANY MAINTAINS, ADMINISTERS OR
CONTRIBUTES TO ON BEHALF OF ANY TRANSFERRING MILLER EMPLOYEE OR WITH RESPECT TO
WHICH A SABMILLER GROUP COMPANY HAS ANY OBLIGATION OR LIABILITY RELATED TO OR
WITH RESPECT TO ANY TRANSFERRING MILLER EMPLOYEE (THE "MILLER BENEFIT PLANS").
COMPLETE AND ACCURATE COPIES OF (A) EACH MILLER BENEFIT PLAN WHICH HAS BEEN
REDUCED TO WRITING, (B) WRITTEN SUMMARIES OF THE MATERIAL TERMS OF EACH
UNWRITTEN MILLER BENEFIT PLAN, (C) EACH RELATED TRUST AGREEMENT, INSURANCE OR
GROUP ANNUITY CONTRACT (AND OTHER FUNDING VEHICLES), MOST RECENT SUMMARY PLAN
DESCRIPTIONS, MOST RECENT SUMMARIES OF MATERIAL MODIFICATIONS, (D) ALL ANNUAL
REPORTS FILED ON THE APPLICABLE FORM 5500 FOR THE THREE YEARS PRIOR TO THE DATE
OF THIS AGREEMENT (TOGETHER WITH ALL ATTACHMENTS AND FINANCIAL STATEMENTS
THERETO), AND (E) ANY MATERIAL NOTICES, LETTERS OR OTHER CORRESPONDENCE WITH ANY
GOVERNMENTAL AUTHORITY IN RESPECT OF ANY MILLER BENEFIT PLAN, HAVE BEEN PROVIDED
OR MADE AVAILABLE TO MCBC.
(II)
EXCEPT AS SET FORTH ON SCHEDULE 4.02(S), (A) EACH MILLER BENEFIT
PLAN HAS BEEN, SINCE THE DATE THAT IS TWO YEARS PRIOR TO THE CLOSING DATE,