Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The From the date hereof until the termination hereof and except as expressly permitted by the following provisions of this Section 6.8, the Company shall will not, nor shall will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, of or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 6.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide written Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the Board of Directors of Company Shareholder Meeting shall not have occurred, (B) the CompanyCompany Board, after consultation with and based upon the receipt of advice of outside independent legal counsel, concludes determines in good faith that such action is necessary for the Company Board of Directors of the Company to comply with its fiduciary duties to stockholders the Company's shareholders under applicable law Law, (C) the Company Board determines, after consultation with and receipt of advice of its financial advisor and after taking into account the strategic benefits to be derived from the Share Exchange and the long-term prospects of Parent and its Subsidiaries, that such Acquisition Proposal is reasonably likely, if consummated, to result in a transaction more favorable to the Company's shareholders from a financial point of view than the Share Exchange, and (BD) prior to taking such action, the Company (x) provides reasonable notice to PennCorp Parent to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality confidentiality/standstill agreement substantially similar to in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of Agreement between Parent and the Company. Notwithstanding anything Prior to providing any information to or entering into discussions or negotiations with any person in this Agreement to the contraryconnection with an Acquisition Proposal by such person, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof notify Parent of any Acquisition ProposalProposal (including, or any inquiry which could lead to any Acquisition Proposalwithout limitation, the material terms and conditions of such Acquisition Proposal or inquiry, thereof and the identity of the person or entity making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall provide Parent with a copy of any such written Acquisition Proposal or inquiryamendments or supplements thereto, provided that and shall thereafter inform Parent on a prompt basis of the Company shall have no obligation status of any discussions or negotiations with such a third party, and any material changes to disclose the identity terms and conditions of such person or entity if such disclosure would violate the terms Acquisition Proposal, and shall promptly give Parent a copy of any agreement outstanding on the date hereof with information delivered to such person or entity, or which has not previously been reviewed by Parent. Immediately after the Board of Directors, after consultation with execution and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes delivery of this Agreement, "Acquisition Proposal" means the Company will, and will cause its Subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any bona fide proposal existing activities, discussions or negotiations with any parties conducted heretofore with respect to a merger, consolidation, share exchange any possible Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or similar transaction involving entities referred to in the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion first sentence hereof of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyobligations undertaken in this Section 6.8.

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate initiate, induce or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, offers discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any confidential or non-public information or data regarding the Company or any of its Subsidiaries or afford access to any such information or data to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal; provided, however(v) release any person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which the Company is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at the Company Stockholder Meeting, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing non-public information regarding the Company and its Subsidiaries to, or entering into discussions with, any person in response to an Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) the Company has not breached any of the covenants set forth in this Section 5.1, (3) the Company’s Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to violate the directors’ fiduciary obligations to the Company’s stockholders under applicable law, and (4) prior to furnishing any non-public information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after such Person, the date hereof if, Company gives Purchaser written notice of the identity of such Person and only to the extent that, (A) the Board of Directors of the Company’s intention to furnish non-public information to, after consultation with or enter into discussions with, such Person and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity Person an executed confidentiality agreement substantially similar on terms no more favorable to such Person than the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, between Purchaser and the Company shall promptly advise PennCorp is to Purchaser. (b) The Company will notify Purchaser orally within twenty-four hours and in writing (within three (3) calendar days) of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, any request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, or any inquiry which with respect to or that could reasonably be expected to lead to any an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiryincluding, and in each case, the identity of the person or entity Person making any such Acquisition Proposal Proposal, request or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate inquiry and the terms of and conditions thereof, and shall provide to Purchaser any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving written materials received by the Company or any Significant Subsidiary, or any purchase (including without limitation by way of its Subsidiaries in connection therewith. The Company will keep Purchaser informed of any reinsurance transactiondevelopments with respect to any such Acquisition Proposal, request or inquiry promptly orally (within one (1) of all or any significant portion of calendar day) and in writing (within three (3) calendar days) upon the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyoccurrence thereof.

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, (i) solicitdirectly or indirectly initiate, initiate solicit or knowingly encourage the submission or facilitate (including by way of any Acquisition Proposal (as definedfurnishing non-public information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries regarding or the making or submission of any proposal that constitutes, or may reasonably be expected to lead to, any an Acquisition Proposal; providedProposal with respect to the Company, however, that nothing contained (ii) participate or engage in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, or disclose any person non-public information relating to the Company or entity any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that makes has made an unsolicited Acquisition Proposal with respect to the Company or to any Person that the Company, any of its Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal with respect to the Company, or (iii) accept an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the penultimate sentence of this Section 5.3(a)), (x) providing for, constituting or relating to an Acquisition Proposal with respect to the Company or (y) that would require, or would have the effect of causing, the Company to abandon, terminate or fail to consummate the Merger or the other transactions contemplated by this Agreement. Any violation of the foregoing restrictions by any of the Company’s Subsidiaries or by any Representative of the Company or any of its Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (ii) of this Section 5.3(a) with respect to a Person at any time prior to obtaining the Company Required Vote if, prior to such vote, (w) the Company receives a bona fide written Acquisition Proposal with respect to the Company from such Person (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or facilitated by the Company or any of its Subsidiaries or any of their respective Representatives after the date hereof if, and only to the extent thatof this Agreement), (Ax) the Company Board of Directors of determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or is reasonably likely to lead to a Superior Proposal from the Person that made the applicable Acquisition Proposal with respect to the Company, (y) the Company Board determines in good faith (after consultation with and based upon the advice of its outside legal counsel, concludes in good faith ) that failure to take such action is necessary for the Board of Directors of the Company to comply would be inconsistent with its fiduciary duties to the Company and the stockholders of the Company under applicable law Law, and (Bz) the Company Board determines in good faith (xafter consultation with its financial advisors and outside legal counsel) provides reasonable notice to PennCorp to that the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from Person making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and is reasonably expected to have the identity of the person or entity making any ability to consummate such Acquisition Proposal or inquiryProposal, provided that the Company shall have not deliver any information to such Person without entering into an Acceptable Confidentiality Agreement; no obligation to disclose actions taken in accordance with this sentence shall constitute a violation of clause (i) of this Section 5.3(a). Nothing contained in this Section 5.3 shall prohibit the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, Company or the Company Board of Directors, after consultation with from taking and based upon disclosing to the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal Company’s stockholders a position with respect to a merger, consolidation, share exchange or similar transaction involving an Acquisition Proposal with respect to the Company pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any Significant Subsidiarysimilar disclosure, or any purchase (including without limitation in either case to the extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyapplicable Law.

Acquisition Proposals. The (a) From the date hereof until the Effective Time and except as expressly permitted by the following provisions of this Section 6.04, the Company shall will not, nor shall will it permit any of its subsidiaries to, nor will it authorize or permit any officerof its officers, director directors or employee of, employees of or any investment banker, attorney attorneys, accountants or other advisor advisors or representative of, the Company or any of its subsidiaries representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 6.04(a) shall prohibit the Company Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide written Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the Board of Directors of Offer shall not have closed, (B) the CompanyCompany Board, after consultation with and based upon the advice of outside independent legal counsel, concludes determines in good faith that such action is necessary for the Company Board of Directors of the Company to comply with its fiduciary duties to its stockholders under applicable law Law, (C) the Company Board, after consultation with its financial advisor, determines in good faith that such Acquisition Proposal is reasonably likely to lead to an Acquisition Proposal that, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to its stockholders from a financial point of view than the Offer and the Merger (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal") and (BD) prior to taking such action, the Company (x) provides reasonable notice to PennCorp Parent to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality confidentiality/ standstill agreement substantially similar to in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such . Prior to providing any information to or entering into discussions or negotiations with any person or entity from making in connection with an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contraryby such person, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof notify Parent of any Acquisition ProposalProposal (including, or any inquiry which could lead to any Acquisition Proposalwithout limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, shall thereafter inform Parent on a prompt basis of the status of any discussions or negotiations with such a third party and any material changes to the terms and conditions of such Acquisition Proposal or inquiry, and the identity shall promptly give Parent a copy of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation information delivered to disclose the identity of such person or entity if such disclosure would violate which has not previously been reviewed by Parent. Immediately after the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with execution and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes delivery of this Agreement, "Acquisition Proposal" means the Company will, and will cause its subsidiaries, affiliates, officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any bona fide proposal existing activities, discussions or negotiations with any third parties conducted heretofore with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiarypossible Acquisition Proposal and shall notify each third party that it, or any purchase (including without limitation officer, director, investment advisor, financial advisor, attorney or other representative retained by way it, has had discussions with during the 30 days prior to the date of this Agreement that the Company Board no longer seeks the making of any reinsurance transaction) of all Acquisition Proposal. The Company will take the necessary steps to promptly inform the individuals or any significant portion entities referred to in the first sentence hereof of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyobligations undertaken in this Section 6.04(a).

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries and affiliates (as such term in used in Rule 12b-2 under the Exchange Act) to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) directly or indirectly initiate, solicit, initiate knowingly encourage or encourage the submission facilitate (including by way of any Acquisition Proposal (as definedfurnishing information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or to any person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 4.8 shall prohibit 6.2) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Board Company to abandon, terminate or fail to consummate the merger or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of Directors the foregoing restrictions by any of the Company’s Subsidiaries or by any representatives of the Company from furnishing information toor any of its Subsidiaries, whether or entering into discussions not such representative is so authorized and whether or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only not such representative is purporting to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and its board of directors may take any actions described in writing clause (ii) of this Section 6.2(a) with respect to a third party if at any time prior to the receipt by it Effective Time (or by any of x) the other entities or persons referred to above) after the date hereof of any Company receives a written Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms Proposal from such third party (and conditions of such Acquisition Proposal was not initiated, solicited, knowingly encouraged or inquiryfacilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such proposal constitutes, or the identity Company’s board of the person or entity making any directors determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Acquisition Proposal or inquiryproposal could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall have no obligation not deliver any information to disclose such third party without entering into an Acceptable Confidentiality Agreement. Notwithstanding the identity foregoing, the Company shall be entitled to waive any “standstill” or similar provision in any Acceptable Confidentiality Agreement which would preclude such Person from making an Acquisition Proposal to the Company, provided that such waiver is for the limited purpose of enabling such Person to make an Acquisition Proposal to the Company during the 45-day period following execution of such person or entity if Acceptable Confidentiality Agreement, and any such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes waiver shall not constitute a breach of this Agreement, "Acquisition Proposal" means any bona fide proposal Section 6.2. Nothing contained in this Section 6.2 shall prohibit the Company or its board of directors from taking and disclosing to the Company’s shareholders a position with respect to a merger, consolidation, share exchange or similar transaction involving an Acquisition Proposal to the Company or any Significant Subsidiary, or any purchase (including without limitation extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyApplicable Law.

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any information or data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal; provided, howeveror (v) enter into or consummate any agreement, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing nonpublic information regarding the Company and its Subsidiaries to, or entering into discussions or negotiations with, any person or entity that makes in response to an unsolicited Acquisition Proposal after the date hereof if, and only that is submitted to the extent thatCompany by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (A2) the Company has not breached any of the covenants set forth in this Section 5.1, (3) the Company’s Board of Directors of the Companydetermines in good faith, after consultation with and based upon the advice of its outside legal counsel, concludes in good faith that such action is necessary required in order for the Board of Directors of the Company to comply with its fiduciary duties obligations to the Company’s stockholders under applicable law law, and (B4) the Company at least two (x2) provides reasonable notice Business Days prior to PennCorp to the effect that it is taking furnishing any nonpublic information to, or entering into discussions with, such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contraryperson, the Company shall promptly advise PennCorp orally and in writing gives Purchaser written notice of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person and of the Company’s intention to furnish nonpublic information to, or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions with, such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of receives from such person an equity interest therein) involving the Company or any Significant Subsidiary, other executed confidentiality agreement on terms no more favorable to such person than the transactions contemplated herebyconfidentiality agreement between Purchaser and the Company.

Acquisition Proposals. (a) The Company shall not, nor shall it authorize or knowingly permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company Subsidiary or any of its subsidiaries or their respective directors, officers or employees or any Representatives retained by it or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission making of any Acquisition Alternative Transaction Proposal (as defined) or (ii) other than with Parent, Merger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations connection with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the CompanyAlternative Transaction Proposal. Notwithstanding anything in the foregoing or any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition ProposalStockholder Approval, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant SubsidiaryCompany Subsidiary receives an Alternative Transaction Proposal, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or any purchase is reasonably likely to lead to, a Superior Proposal, and (including without limitation by way ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of any reinsurance transactionthe Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or any significant portion of required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not prohibit the assets of Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or any Significant Subsidiaryexchange offer incorporating an Alternative Transaction Proposal; provided further, that a copy of all such information not previously provided to Parent (or any other business combination its Representatives) is provided to Parent as promptly as reasonably practicable (including without limitation but in no event later than twenty-four (24) hours) after such information has been provided to such Person (or its Representatives) and (y) participate in discussions or negotiations with the acquisition of an equity interest thereinPerson making such Alternative Transaction Proposal (and its Representatives) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyregarding such Alternative Transaction Proposal.

Acquisition Proposals. The Except as contemplated hereby, the Company shall notnot (and shall use its best efforts to cause its officers, nor shall it authorize or permit any officer, director or employee of, or directors and employees and any investment banker, attorney financial advisor, attorney, accountant, or other advisor agent or representative of, the Company or any of its subsidiaries retained by it not to, ) directly or indirectly, (i) solicitinitiate, initiate solicit or encourage the submission (including by way of any Acquisition Proposal (as defined) furnishing information or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toassistance), or take any other action to facilitate facilitate, any inquiries or the making of any proposal that constitutesrelating to, or that may reasonably be expected to lead to, the acquisition of all or a significant part of the business and properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise with a third party other than Parent (an "Acquisition Proposal"), or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal; provided, howeveror authorize or permit any of the officers, that directors, employees or agents of the Company or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company to take any such action. The Company shall as promptly as practicable notify Parent of all relevant terms of any such inquiries or proposals received by the Company and, if such inquiry or proposal is in writing, the Company shall as promptly as practicable deliver or cause to be delivered to Parent a copy of such inquiry or proposal. Notwithstanding the foregoing, nothing contained in this Section 4.8 shall prohibit the Company's Board of Directors of the Company from (a) furnishing information to, or entering into discussions or negotiations with, any person persons or entity that makes in connection with an unsolicited bona fide proposal in connection with an Acquisition Proposal after the date hereof if, and only to the extent that, that (Ai) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving is on terms that the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.Company's

Acquisition Proposals. (a) The Company shall will not, nor shall will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of, of or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or ), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toto the Company or any of its subsidiaries, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) (A) amend or grant any waiver or release under any confidentiality, standstill or similar agreement with respect to the Company or any class of equity securities of the Company, or (B) amend (except as expressly contemplated by this Agreement) or grant any waiver or release or approve any transaction or redeem rights under the Company Rights Agreement or (iv) subject to Section 8.3(b), enter into any agreement with respect to an Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 6.5(a) shall prohibit the Company Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide written Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the Board of Directors of the CompanyCompany Board, after consultation with and based upon the advice of outside independent legal counsel, concludes determines in good faith that such action is necessary for the Company Board of Directors of the Company to comply act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law and Law, (B) such Acquisition Proposal is not subject to any financing contingencies, or copies of bona fide customary commitments from reputable financial institutions for all necessary financing shall have been furnished to the Company, (C) the Company Board determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, and believes in good faith, after consultation with and based upon the written opinion of an independent, nationally recognized financial advisor and after taking into account the strategic benefits to be derived from the Merger and the long-term prospects of Parent and its subsidiaries and after consideration of other matters it deems relevant, would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal"), and (D) prior to taking such action, the Company (x) provides reasonable prior written notice to PennCorp Parent to the effect that it is taking proposing to take such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Companyin reasonably customary form. Notwithstanding anything in this Agreement to the contrary, the The Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof notify Parent of any Acquisition Proposal, Proposal (or request for nonpublic information by any inquiry which could lead to any person who is considering making an Acquisition Proposal) (including, without limitation, all material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a reasonably prompt basis of any material changes to the terms and conditions of such Acquisition Proposal or inquiryProposal, and the identity shall promptly give Parent a copy of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation information delivered to disclose the identity of such person or entity if such disclosure would violate which has not previously been reviewed by Parent. Immediately after the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with execution and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes delivery of this Agreement, "Acquisition Proposal" means the Company will, and will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any bona fide proposal existing activities, discussions or negotiations with any parties conducted heretofore with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebypossible Acquisition Proposal.

Acquisition Proposals. (a) The Company shall notwill, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any will cause each of its subsidiaries and each of its Subsidiaries’ officers, directors and employees to, directly and will use reasonable best efforts to cause each of its other Representatives to, cease any discussions or indirectlynegotiations with any Persons that may be ongoing with respect to a Company Takeover Proposal. The Company will, and will direct each of its Representatives to, not (i) directly or indirectly through another Person solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the submission making of any Acquisition Proposal (as defined) proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (ii) engage in or otherwise participate in any discussions or negotiations regarding, or furnish to any person other Person any non-public information in connection with respect or for the purpose of encouraging or facilitating, a Company Takeover Proposal, or (iii) enter into any letter of intent or Contract providing for a Company Takeover Proposal. The Company will, and will direct each of its Representatives to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only promptly (i) request (to the extent that, (Ait has not already done so prior to the date of this Agreement) any Person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Company Takeover Proposal or the Board of Directors Company’s sale process for all or a portion of the Company, after consultation with and based upon the advice of outside counsel, concludes ’s Building Products business unit that remains in good faith that such action is necessary for the Board of Directors effect as of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board date of Directors of the Company. Notwithstanding anything in this Agreement (a “Prior NDA”) to promptly return or destroy all confidential information in the contrary, possession or under the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions control of such Acquisition Proposal Person or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate its Representatives in accordance with the terms of such Prior NDA and (ii) waive any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way provisions of any reinsurance transaction) of all or any significant portion of Prior NDA that prevents the assets counterparty thereto from making a Company Takeover Proposal without the prior consent of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyBoard.

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its or its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of(collectively, “Representatives”) retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead to, any to an Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of (ii) furnish any information or data regarding the Company from furnishing information to, or entering into discussions or negotiations with, any of its Subsidiaries to any person in connection with or entity that makes in response to an unsolicited Acquisition Proposal after the date hereof if, and only or an inquiry or indication of interest that would reasonably be expected to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company lead to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or (iii) continue or otherwise participate in any inquiry which could lead to discussions or negotiations, or otherwise communicate in any way with any person (other than Parent, Merger Sub or Representatives of Parent or Merger Sub), regarding an Acquisition Proposal. Without limiting the foregoing, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity it is understood that any violation of the person or entity making restrictions set forth in the preceding sentence by any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets Representative of the Company or any Significant Subsidiaryof its Subsidiaries shall be deemed to be a breach of this Section 6.1 by the Company. Notwithstanding the foregoing, or any other business combination (including without limitation prior to the acquisition date of an equity interest therein) involving the Company Meeting, in the event the Company receives an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 6.1(a), it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside legal counsel and, with respect to financial matters, its financial advisors) that (1) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (2) failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable Law; provided, that, prior to furnishing any Significant Subsidiarynonpublic information permitted to be provided by the prior sentence, other the Company shall have provided such information to Parent and shall have entered into a confidentiality agreement with such third party on terms no more favorable to such person than the transactions contemplated herebyConfidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company.

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) directly or indirectly initiate, solicit, initiate knowingly encourage or encourage the submission facilitate (including by way of any Acquisition Proposal (as definedfurnishing information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or to any Person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 4.8 shall prohibit 5.3) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Board Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of Directors the foregoing restrictions by any of the Company’s Subsidiaries or by any representatives of the Company from furnishing information toor any of its Subsidiaries, whether or entering into discussions not such representative is so authorized and whether or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only not such representative is purporting to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and the Company Board may take any actions described in writing clause (ii) of this Section 5.3(a) with respect to a third party if at any time prior to obtaining the receipt by it Company Required Vote (or by any of x) the other entities or persons referred to above) after the date hereof of any Company receives a written Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms Proposal from such third party (and conditions of such Acquisition Proposal was not during such time period initiated, solicited, knowingly encouraged or inquiryfacilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such proposal constitutes, or the identity of the person or entity making any Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Acquisition Proposal or inquiryproposal could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall have no obligation not deliver any information to disclose such third party without entering into an Acceptable Confidentiality Agreement. Nothing contained in this Section 5.3 shall prohibit the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, Company or the Company Board of Directors, after consultation with from taking and based upon disclosing to the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal Company’s stockholders a position with respect to a mergeran Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, consolidation, share exchange or similar transaction involving in either case to the Company or any Significant Subsidiary, or any purchase (including without limitation extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyapplicable Law.

Acquisition Proposals. The (a) From the Agreement Date until the Effective Time, the Company shall, and shall cause its Subsidiaries and each of their respective directors, officers, employees, agents, attorneys, accountants, investment bankers and other representatives (collectively, the "COMPANY REPRESENTATIVES"), to immediately cease all existing discussions, negotiations or other action with any other Person conducted heretofore with respect to any Acquisition Proposal. From the Agreement Date until the Effective Time, the Company shall not, nor and shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, cause its Subsidiaries and each of the Company or any of its subsidiaries Representatives not to, directly or indirectly, (i) solicit, initiate initiate, facilitate or encourage knowingly encourage, directly or indirectly, the making or submission of any Acquisition Proposal (as defined) or Proposal, (ii) enter into any letter of intent, agreement, arrangement or understanding with respect to any Acquisition Proposal, or agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations regardingwith, or furnish to any person or disclose any information with respect to, or take any Person (other action to facilitate any inquiries than the Parent or the making Merger Subsidiary) in furtherance of any proposal that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; provided, howeveror (iv) facilitate or further in any other manner any inquiries or the making or submission of any proposal that constitutes, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information or could reasonably be expected to lead to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal. Without limiting the foregoing, or it is agreed that any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity violation of the person foregoing restrictions by any Company Representative, whether or entity making any not such Acquisition Proposal or inquiry, provided that the Company shall have no obligation Person is purporting to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding act on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets behalf of the Company or any Significant Subsidiaryof its Subsidiaries, or any other business combination (including without limitation otherwise, will be deemed to be a breach of this SECTION 5.7(A) by the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyCompany.

Acquisition Proposals. The Company Except with respect to this Agreement and the transactions contemplated by this Agreement, Seller shall not, nor shall it authorize or permit any officerof its officers, director or employee ofdirectors, or any investment banker, attorney financial advisors or other advisor or representative of, the Company or any of its subsidiaries agents ("REPRESENTATIVES") to, directly or indirectly, (ia) solicit, initiate or encourage the submission of of, or enter into any agreement or understanding with respect to any Acquisition Proposal (as defined) or (iib) participate in or encourage any discussions discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to assist or facilitate any inquiries or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 the foregoing shall not prohibit the Board of Directors of the Company Seller from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof Proposal, if, and only to the extent that, (Ai) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company prior to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) action, Seller receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity from making an unsolicited Acquisition Proposal to and (ii) the Board of Directors of Seller, after taking into consideration advice of outside legal counsel, determines in good faith that such action is required for the CompanyBoard of Directors of Seller to comply with its fiduciary obligations under applicable Law, and (iii) the Board of Directors of Seller determines in good faith, following consultation with its independent financial advisor, that the Acquisition Proposal is reasonably likely to be a Superior Proposal. Notwithstanding anything in this Agreement Seller shall provide immediate oral and written notice to the contrary, the Company shall promptly advise PennCorp orally and in writing Buyer of (a) the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any such Acquisition Proposal, Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of the such person or entity making any such Acquisition Proposal or inquiryinquiry and (d) Seller's intention to furnish information to, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions or negotiations with, such person or entity, . Seller shall continue to keep Buyer informed of the status and details of such Acquisition Proposal or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawinquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, of or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or agree to or endorse, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 6.16 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside independent legal counsel, concludes determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to the Company stockholders under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp Parent to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially in customary form. The Company shall notify Parent of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a prompt basis of the status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person which has not previously been reviewed by Parent. The term "Acquisition Proposal" as used herein means any tender or exchange offer involving the capital stock of the Company or any of the Company Subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of the Company's Subsidiaries, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company or any of the Company's Subsidiaries, any proposal or offer with respect to any recapitalization or restructuring of the Company or any of the Company's Subsidiaries, or any proposal or offer with respect to any other transactions similar to any of the Confidentiality foregoing with respect to the Company of any of the Company Subsidiaries, other than the Merger contemplated by this Agreement. Immediately after the execution and delivery of this Agreement, except that such confidentiality agreement shall not prohibit such person the Company will, and will cause its Subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or entity from making an unsolicited negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal and shall notify each party that it, or any officer, director, investment advisor, financial advisor, attorney or other representative retained by it, has had discussions with during the 30 days prior to the date of this Agreement that the Board of Directors of the Company. Notwithstanding anything in this Agreement to Company no longer seeks the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof making of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. 4.7.1 The Company represents that it is not currently engaged in any activities, discussions or negotiations with respect to an Acquisition Proposal (as defined herein). From and after the date hereof and until and including the Effective Time (or earlier termination of this Agreement), the Company shall not, nor shall it or authorize or permit any officerof its officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor representative or representative ofagent of the Company, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate initiate, or encourage the submission (including by way of furnishing or otherwise providing access to nonpublic information) any Acquisition Proposal (as defined) or Proposal; (ii) participate in any substantive discussions or any negotiations regarding, or furnish relating to any person Acquisition Proposal (or any information with respect to, inquiry relating to an Acquisition Proposal) or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal; or (iii) enter into any letter of intent, agreement in principle or definitive agreement with respect to any Acquisition Proposal; provided, however, that that, prior to the Stockholders' Meeting, nothing contained in this Section 4.8 4.7 shall prohibit the Company or the Board of Directors of the Company from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an with respect to any unsolicited Acquisition Proposal after the date hereof if (but only if, and only to the extent that, ): (Aa) the Board of Directors of the Company, determines reasonably and in good faith after consultation with and based upon the advice of outside counsel, concludes in good faith that the failure to take such action is necessary for the Board of Directors of the Company to comply would be inconsistent with its fiduciary duties to stockholders under applicable law law; and (Bb) the Company (x) provides reasonable at least two (2) business days' notice to PennCorp Parent to the effect that it is taking such action and (y) prior to any release of any nonpublic information to such person, receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, (i) solicitdirectly or indirectly initiate, initiate solicit or knowingly encourage the submission or facilitate (including by way of any Acquisition Proposal (as definedfurnishing non-public information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries regarding or the making or submission of any proposal that constitutes, or may reasonably be expected to lead to, any an Acquisition Proposal; providedProposal with respect to the Company, however, that nothing contained (ii) participate or engage in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, or disclose any person non-public information relating to the Company or entity any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that makes has made an unsolicited Acquisition Proposal after the date hereof if, and only with respect to the extent thatCompany or to any Person that the Company, any of its Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal with respect to the Company, or (iii) accept an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the penultimate sentence of this Section 5.3(a)), (Ax) providing for, constituting or relating to an Acquisition Proposal with respect to the Board Company or (y) that would require, or would have the effect of Directors causing, the Company to abandon, terminate or fail to consummate the Mergers or the other transactions contemplated by this Agreement. Any violation of the foregoing restrictions by any of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors ’s Subsidiaries or by any Representative of the Company or any of its Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to comply with its fiduciary duties to stockholders under applicable law and (B) act on behalf of the Company (x) provides reasonable notice or any of its Subsidiaries or otherwise, shall be deemed to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and the Company Board may take any actions described in writing clause (ii) of this Section 5.3(a) with respect to a third party at any time prior to obtaining the receipt Company Required Vote if, prior to such vote, (x) the Company receives a bona fide written Acquisition Proposal with respect to the Company from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or facilitated by it (the Company or by any of the other entities its Subsidiaries or persons referred to above) any of their respective Representatives after the date hereof and in violation of any this Agreement), (y) the Company Board determines in good faith by resolution duly adopted (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or is reasonably likely to result in a Superior Proposal from the third party that made the applicable Acquisition ProposalProposal with respect to the Company, or any inquiry which could lead to any Acquisition Proposal, and (z) the material terms Company Board determines in good faith by resolution duly adopted (after consultation with its financial advisors and conditions of outside legal counsel) that the third party making such Acquisition Proposal or inquiry, has the financial and the identity of the person or entity making any legal capacity to consummate such Acquisition Proposal or inquiryProposal, provided that the Company shall have not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement; no obligation to disclose actions taken in accordance with this sentence shall constitute a violation of clause (i) of this Section 5.3(a). Nothing contained in this Section 5.3 shall prohibit the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, Company or the Company Board of Directors, after consultation with from taking and based upon disclosing to the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal Company’s stockholders a position with respect to a merger, consolidation, share exchange or similar transaction involving an Acquisition Proposal with respect to the Company pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any Significant Subsidiarysimilar disclosure, or any purchase (including without limitation in either case to the extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyapplicable Law.

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to (i) solicitdirectly or indirectly initiate, initiate solicit or knowingly encourage the submission or facilitate (including by way of any Acquisition Proposal (as definedfurnishing non-public information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries regarding or the making or submission of any proposal that constitutes, or may reasonably be expected to lead to, any an Acquisition Proposal; providedProposal with respect to the Company, however, that nothing contained (ii) participate or engage in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, or disclose any person non-public information relating to the Company or entity any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that makes has made an unsolicited Acquisition Proposal after the date hereof if, and only with respect to the extent thatCompany or to any Person that the Company, any of its Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal with respect to the Company, or (iii) accept an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the penultimate sentence of this Section 5.3(a)), (Ax) providing for, constituting or relating to an Acquisition Proposal with respect to the Board Company or (y) that would require, or would have the effect of Directors causing, the Company to abandon, terminate or fail to consummate the First Merger or the other transactions contemplated by this Agreement. Any violation of the foregoing restrictions by any of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors ’s Subsidiaries or by any Representative of the Company or any of its Subsidiaries, whether or not such Representative is so authorized, shall be deemed to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and the Company Board may take any actions described in writing clause (ii) of this Section 5.3(a) with respect to a third party at any time prior to obtaining the receipt Company Required Vote if, prior to such vote, (x) the Company receives a written Acquisition Proposal with respect to the Company from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or facilitated by it (the Company or by any of the other entities its Subsidiaries or persons referred to above) any of their respective Representatives after the date hereof of any Acquisition Proposalthis Agreement), (y) the Company Board determines in good faith (after consultation with its financial advisors) that such proposal constitutes or any inquiry which could lead is reasonably likely to any Acquisition Proposal, result in a Superior Proposal with respect to the material terms and conditions of such Acquisition Proposal or inquiryCompany, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that (z) the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directorsdetermines in good faith, after consultation with and based upon the advice of its outside counsel, concludes that the failure to participate in good faith that such disclosure negotiations or discussions or to furnish such information or data to such third party would violate its be reasonably expected to be inconsistent with the Company Board’s fiduciary duties or would be otherwise inconsistent with under applicable law. For purposes Law, provided that (I) the Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement and (II) actions taken pursuant to this sentence shall not constitute a violation of clause (i) of this Agreement, "Acquisition Proposal" means any bona fide proposal Section 5.3(a). Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from taking and disclosing to the Company’s stockholders a position with respect to a merger, consolidation, share exchange or similar transaction involving an Acquisition Proposal with respect to the Company pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any Significant Subsidiarysimilar disclosure, or any purchase (including without limitation in either case to the extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyapplicable Law.

Acquisition Proposals. The Company OC Financial agrees that it shall not, nor and that it shall it authorize or permit any officerdirect and use its reasonable best efforts to cause its directors, director or employee ofofficers, or any investment bankeremployees, attorney or other advisor or representative of, the Company or any of its subsidiaries agents and representatives not to, directly or indirectly, (i) initiate, solicit, initiate encourage or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to otherwise facilitate any inquiries or the making of any proposal that constitutesor offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving OC Financial, or may reasonably be expected any purchase of all or substantially all of the assets of OC Financial or more than 10% of the outstanding equity securities of OC Financial (any such proposal or offer being hereinafter referred to lead as an "Acquisition Proposal"). OC Financial further agrees that it shall not, and that it shall direct and use its reasonable best efforts to cause its directors, officers, employees, agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 Agreement shall prohibit prevent OC Financial or the Board OC Financial board of Directors directors from (A) complying with its disclosure obligations under federal or state law; (B) providing information in response to a request therefore by a Person who has made an unsolicited bona fide written Acquisition Proposal if the OC Financial board of directors receives from the Company from furnishing Person so requesting such information to, an executed confidentiality agreement; (C) engaging in any negotiations or entering into discussions or negotiations with, with any person or entity that makes who has made an unsolicited bona fide written Acquisition Proposal after or (D) voting to recommend such an Acquisition Proposal to the date hereof ifstockholders of OC Financial, if and only to the extent that, in each such case referred to in clause (AB), (C) or (D) above, (i) the Board OC Financial board of Directors of the Company, directors determines in good faith (after consultation with and based upon the advice of its outside legal counsel, concludes in good faith ) that such action is necessary would be required in order for the Board of Directors of the Company its directors to comply with its their respective fiduciary duties to stockholders under applicable law and (Bii) the Company OC Financial board of directors determines in good faith (xafter consultation with its outside legal counsel and receipt of a written opinion of its financial advisor) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to OC Financial's stockholders from a financial point of view than the Merger. An Acquisition Proposal which is received and considered by the OC Financial board of directors in compliance with this Section 6.7 hereof and which meets the requirements set forth in clause (D) of the preceding sentence is herein referred to as a "Superior Proposal." OC Financial agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any inquiry which could lead parties conducted heretofore with respect to any Acquisition Proposal, Proposals. OC Financial agrees that it will promptly notify (which notification shall not more than 24 hours after the material terms and conditions earlier of knowledge or receipt of such Acquisition Proposal or inquiry, and the identity of the person proposal, offer or entity making request) First Place if any such Acquisition Proposal inquiries, proposals or inquiryoffers are received by, provided that the Company shall have no obligation to disclose the identity of any such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiaryinformation is requested from, or any purchase (including without limitation by way of any reinsurance transaction) of all such discussions or negotiations are sought to be initiated or continued with, OC Financial or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyits representatives.

Acquisition Proposals. (a) The Company shall not, nor and shall it not authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries or Representatives to, and will not permit any of its Subsidiaries or Representatives to, directly or indirectly, (i) solicit, initiate or encourage knowingly encourage, or take any other action to facilitate, the submission of any Acquisition Proposal (as defined) or (ii) participate in or knowingly encourage any discussions discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of of, any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 the foregoing shall not prohibit the Board of Directors of the Company or the Special Committee from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after prior to the date hereof approval of this Agreement by the Company Stockholders if, and only to the extent that, (A) the Board of Directors of the CompanyCompany or the Special Committee, after consultation with and based upon the advice of its outside legal counsel, concludes determines in good faith that the failure to take such action is necessary for the Board of Directors of the Company to comply would be inconsistent with its fiduciary duties obligations to stockholders the Company Stockholders under applicable law and Delaware Law, (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity (provided, that if the Company enters into such confidentiality agreement substantially similar with respect to such Acquisition Proposal that contains provisions that are less protective in any material respect to the Company than the Confidentiality Agreement, except that the Company agrees to amend the Confidentiality Agreement so as to provide Crescent the benefit of such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to less protective provisions), and (C) the Board of Directors of the CompanyCompany or the Special Committee concludes in good faith, based upon discussions with its independent financial advisor, that the Acquisition Proposal is reasonably expected to lead to a Superior Proposal. Notwithstanding anything in this Agreement to the contrary, the The Company shall promptly advise PennCorp orally and provide prompt (but in writing of the no event less than two business days after receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, Proposal or inquiry) oral and written notice to Parent of (a) the receipt of any such Acquisition Proposal or any inquiry which could may reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of the such person or entity making any such Acquisition Proposal or inquiry, provided that and (d) the Company shall have no obligation Company's intention to disclose the identity of such person furnish information to, or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions or negotiations with, such person or entity, or . The Company shall continue to keep Parent reasonably informed of the Board of Directors, after consultation with status and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way details of any reinsurance transaction) of all such Acquisition Proposal or any significant portion inquiry. All information provided to Parent under this Section 5.9 shall be kept confidential by Parent in accordance with the terms of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyConfidentiality Agreement.

Acquisition Proposals. The (a) Notwithstanding anything to the contrary set forth in this Agreement, from the Agreement Date until 11:59 p.m. Central Time on the date which is 45 days after the Agreement Date (the “Go-Shop Period End Date”), the Company and its Subsidiaries and their respective Representatives shall nothave the right (acting under the direction of the Special Committee) to directly or indirectly (i) initiate, nor shall it authorize solicit, facilitate and encourage Acquisition Proposals, including by way of public disclosure and by way of providing access to non-public information to any person (each, a “Solicited Person”) pursuant to (but only pursuant to) a confidentiality agreement; and (ii) enter into, maintain and otherwise participate in discussions or permit any officernegotiations with respect to Acquisition Proposals or otherwise cooperate with, director assist or employee ofparticipate in, facilitate, or take any other action in connection with any such inquiries, proposals, discussions or negotiations. Except as set forth in Section 5.3(c) and except with respect to any Excluded Party, after the Go-Shop Period End Date, the Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees will, and that it will cause its and its Subsidiaries’ agents, advisors and other Representatives (including, without limitation, any investment banker, attorney or other advisor or representative ofaccountant retained by the Company), the Company or any of its subsidiaries not to, in each case, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission (including by way of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect tofurnishing non-public information), or take any other action to facilitate knowingly facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; provided, however(ii) enter into, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, maintain or entering into continue discussions or negotiations with, or provide any non-public information to, any person in connection with an Acquisition Proposal, (iii) agree to or entity that makes an unsolicited approve, endorse or recommend any Acquisition Proposal after the date hereof ifor enter into any letter of intent or Contract or commitment contemplating or otherwise relating to, and only or reasonably be expected to the extent thatresult in, any Acquisition Proposal (Aother than a confidentiality agreement), or (iv) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of release any third party from confidentiality obligations under any confidentiality agreement to which the Company to comply with its fiduciary duties to stockholders under applicable law and (B) is a party. Within forty-eight hours following the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contraryGo-Shop Period End Date, the Company shall promptly advise PennCorp orally and in writing notify Parent of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such any proposal or offer regarding an Acquisition Proposal (including any amendments or inquiry, and the identity modifications thereof) received from any Excluded Party (which shall include a copy of the person or entity making any proposal made by such Acquisition Proposal or inquiry, provided that the Company shall have no obligation Excluded Party (which copy may be redacted to disclose omit the identity of such person or entity if such disclosure would violate the terms Excluded Party) and a summary of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase financing material related thereto (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyif any)).

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it authorize cause its Subsidiaries, and its and its Subsidiaries’ officers, directors or permit any officer, director or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries (collectively, the “Representatives”) not to, directly or indirectly, (i) solicit, initiate initiate, induce or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, offers discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any confidential or non-public information or data regarding the Company or any of its Subsidiaries or afford access to any such information or data to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any Person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal; provided, however(v) release any Person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which the Company is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, before the adoption and approval of this Agreement by the Company’s stockholders at the Company Stockholder Meeting, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing non-public information regarding the Company and its Subsidiaries to, or entering into discussions with, any Person in response to an Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if (1) the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) the Company has not breached any of the covenants set forth in this Section 5.1, (3) the Company’s Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to violate the directors’ fiduciary obligations to the Company’s stockholders under applicable law, and (4) before furnishing any non-public information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after such Person, the date hereof if, Company gives Purchaser written notice of the identity of such Person and only to the extent that, (A) the Board of Directors of the Company’s intention to furnish non-public information to, after consultation with or enter into discussions with, such Person and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity Person an executed confidentiality agreement on terms no more favorable to such Person than the confidentiality agreement, dated as of February 23, 2018, between Purchaser and the Company is to Purchaser and the Company also provides Purchaser, prior to or substantially similar concurrently with the time such information is provided or made available to such Person, any non-public information furnished to such other Person that was not previously furnished to Purchaser. During the Confidentiality term of this Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally not, and in writing of the receipt by it shall cause its Subsidiaries and its and their Representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement, or other definitive transaction agreement (or by any of the other entities or persons than a confidentiality agreement referred to aboveand entered into in accordance with this Section 5.1(a)) after the date hereof of any Acquisition Proposal, or any inquiry which could lead relating to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. (a) The Company shall will not, nor and shall it authorize or permit direct its directors, officers, employees, agents and representatives (including any officeradvisor, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries accountant retained by it) ("Representatives") not to, directly or indirectly, (i) initiate, solicit, initiate encourage (including by way of furnishing non-public information or encourage the submission of any Acquisition Proposal (as definedassistance) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action intended to facilitate any inquiries or the making of any proposal that constitutesor offer with respect to an Acquisition Proposal (as defined below), or may reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that nothing contained the Company may, and may authorize and permit its employees, agents and Representatives to, furnish or cause to be furnished confidential information and may participate in such negotiations and discussions or take any other action otherwise prohibited by this Section 4.8 4.3(a) with any Person (unless such other action is subject to the restrictions of Section 4.3(b), in which case such other action shall prohibit only be permitted in accordance with such restrictions) that, after the Board of Directors of the Company from furnishing information todate hereof, or entering into discussions or negotiations with, any person or entity that makes an unsolicited written Acquisition Proposal after the date hereof if, if and only to the extent that, that (A) the Company Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes determines in good faith (after having consulted with outside legal counsel and the Special Committee) that such action is necessary in order for the Board of Directors of the Company its directors to comply with its their fiduciary duties to stockholders under applicable law and Applicable Law; (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp Parent to the effect that it is taking intends to take such action and (y) receives from such person or entity Person an executed confidentiality agreement substantially similar containing terms reasonably acceptable to the Confidentiality AgreementSpecial Committee and (C) such action is taken prior to receipt of the Company Requisite Vote. The Company will immediately cease and cause to be terminated any existing activities, except that such confidentiality agreement discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company shall not prohibit such person terminate, amend, modify or entity from making waive any provision of any confidentiality or standstill agreement related to an unsolicited Acquisition Proposal to the Board of Directors of the Companywhich it is a party. Notwithstanding anything in this Agreement to the contraryforegoing, nothing contained herein shall prevent the Company shall promptly advise PennCorp orally and in writing of from complying with Rule 14e-2 promulgated under the receipt by it (or by any of the other entities or persons referred Exchange Act with regard to above) after the date hereof of any an Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The Company Unless and until this Agreement shall nothave been terminated pursuant to Section 7.1 or Section 7.2, nor AISI shall it authorize not directly, or permit indirectly through any officer, director or director, agent, employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicitencourage, initiate or encourage solicit, on or after the date hereof, any inquiries or the submission of any proposals or offers from any person relating to any merger, consolidation, sale of all or substantially all of its assets or similar business transaction involving AISI (each, an "Acquisition Proposal (as defined) or Transaction"); (ii) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or take otherwise assist or participate in, any other action attempt by any third party to facilitate propose or offer any inquiries Acquisition Transaction; (iii) enter into or the making execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any proposal that constitutesor offer relating to an Acquisition Transaction, or may reasonably be expected in each case other than with respect to lead tothe Merger. Notwithstanding the foregoing, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 herein shall prohibit AISI from taking the actions described above in connection with an unsolicited third-party proposal or offer of an Acquisition Transaction if and to the extent that (a) the Board of Directors of AISI determines in good faith, upon advice of legal counsel, that such action is required for the Company from directors of AISI to fulfill their fiduciary duties and obligations under Michigan law and (b) prior to furnishing such information to, to or entering into discussions or negotiations withwith such third-party, any person AISI provides immediate written notice to ESI of such proposal or entity that makes an unsolicited Acquisition Proposal after the date hereof ifoffer and, and only to the extent that, (A) not inconsistent with the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law of AISI's officers and directors, provides material information concerning such proposal or offer (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material including proposed terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making such proposal or offer) and thereafter continues to cooperate with ESI by informing ESI of additional material facts as they arise and furnishing to ESI any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof additional information furnished in connection with such person proposal or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyoffer.

Acquisition Proposals. The (a) Subject to Sections 6.2(b), 6.2(c), 6.2(d) and 6.2(e), from the date hereof until the time the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall not, nor and shall it not direct, authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company of its Subsidiaries or any of its subsidiaries their directors, officers, employees, investment bankers, attorneys, accountants and other advisors and representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, collectively, the “Representatives”) to, directly or indirectly, (i) solicitinitiate, initiate solicit or knowingly encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any inquiry, proposal or offer that constitutes, constitutes or may would reasonably be expected to lead toto an Acquisition Proposal (including by way of providing access to non-public information) (other than an Acquisition Proposal submitted by an Excluded Party), (ii) engage in or otherwise participate in any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, regarding any person proposal or entity offer that makes constitutes or would reasonably be expected to lead to an unsolicited Acquisition Proposal after (other than an Acquisition Proposal submitted by an Excluded Party) or (iii) otherwise knowingly facilitate (including taking any action (other than any action taken prior to the date hereof ifhereof) to exempt any Person (other than Parent and Merger Sub and their respective affiliates) from the restrictions on business combinations contained in Title 3, and only to the extent that, (A) the Board of Directors Subtitle 6 of the CompanyMGCL and/or the restrictions on control share acquisitions contained in Title 3, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors Subtitle 7 of the Company MGCL or otherwise cause such restrictions not to comply with its fiduciary duties apply) any effort or attempt to stockholders under applicable law and (B) the Company (x) provides reasonable notice make any proposal or offer that constitutes or would reasonably be expected to PennCorp lead to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such than an Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawsubmitted by an Excluded Party). For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.The term “

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) directly or indirectly initiate, solicit, initiate knowingly encourage or encourage the submission facilitate (including by way of any Acquisition Proposal (as definedfurnishing information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or to any Person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 4.8 shall prohibit 5.3) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Board Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each an "Acquisition Agreement"). Any violation of Directors the foregoing restrictions by any of the Company's Subsidiaries or by any representatives of the Company from furnishing information toor any of its Subsidiaries, whether or entering into discussions not such representative is so authorized and whether or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only not such representative is purporting to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and the Company Board may take any actions described in writing clause (ii) of this Section 5.3(a) with respect to a third party if at any time prior to obtaining the receipt by it Company Required Vote (or by any of x) the other entities or persons referred to above) after the date hereof of any Company receives a written Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms Proposal from such third party (and conditions of such Acquisition Proposal was not initiated, solicited, knowingly encouraged or inquiryfacilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such proposal constitutes, or the identity of the person or entity making any Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Acquisition Proposal or inquiryproposal could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall have no obligation not deliver any information to disclose such third party without entering into an Acceptable Confidentiality Agreement. Nothing contained in this Section 5.3 shall prohibit the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, Company or the Company Board of Directors, after consultation with from taking and based upon disclosing to the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal Company's stockholders a position with respect to a mergeran Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, consolidation, share exchange or similar transaction involving in either case to the Company or any Significant Subsidiary, or any purchase (including without limitation extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyapplicable Law.

Acquisition Proposals. The Company shall not(a) Parent agrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of shall, and Parent shall cause its subsidiaries and the Company’s officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, (i) directly or indirectly, (i) solicitinitiate, initiate solicit or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing non-public information) any inquiries inquiry regarding or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, any an Acquisition Proposal; provided, however, that nothing contained (ii) participate or engage in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead disclose to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal Person (other than a party hereto or inquiry, and the identity of the person or entity making its Representatives) any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation information relating to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiaryof the Company’s Subsidiaries, or any purchase (including without limitation by way of any reinsurance transaction) of all afford access to the properties, books or any significant portion of the assets records of the Company or any Significant Subsidiaryof the Company’s Subsidiaries to, or otherwise cooperate in any way with, any Person that has made an Acquisition Proposal or that the Company, any of the Company’s Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, arrangement or understanding, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement under circumstances contemplated in Section 5.2(b)), (x) providing for, constituting or relating to an Acquisition Proposal or (y) that would require, or could have the effect of causing, the Company to abandon, terminate or fail to consummate the Acquisition or any other transaction contemplated by this Agreement. Other than with respect to PESI, Parent shall not (A) waive, modify, terminate, or fail to enforce any “standstill” obligation of any Person, and (B) render the restrictions, if any, under the Nevada Corporate Code relating to business combinations inapplicable to any Person. Any violation of the foregoing restrictions of this Section 5.2(a) by any of Parent, the Company, or any other business combination (including without limitation the acquisition of an equity interest therein) involving their Subsidiaries or by any Representative of Parent, the Company or any Significant Subsidiaryof their Subsidiaries, other than whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Parent, the transactions contemplated hereby.Company or any of their Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by Parent. 39

Acquisition Proposals. The Company (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, CKF Bancorp shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, the Company retained by CKF Bancorp or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead to, any to an Acquisition Proposal; provided, however(ii) furnish any information or data regarding CKF Bancorp or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, that nothing contained (iii) continue or otherwise participate in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information toany discussions or negotiations, or entering into discussions or negotiations with, otherwise communicate in any way with any person or entity that makes (other than Kentucky First), regarding an unsolicited Acquisition Proposal after the date hereof if, and only to the extent thatProposal, (Aiv) the Board of Directors of the Companyapprove, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person endorse or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of recommend any Acquisition Proposal, or (v) enter into or consummate any inquiry which could lead to agreement, arrangement or understanding contemplating any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiryrequiring it to abandon, and the identity of the person terminate or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation fail to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than consummate the transactions contemplated hereby.. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of CKF Bancorp or any of its Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by CKF Bancorp or any of its Subsidiaries shall be deemed to be a breach of this Section 5.1

Acquisition Proposals. (a) The Company shall, and shall cause its Affiliates, Subsidiaries, and its and each of their respective officers, directors, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be immediately terminated any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal. The Company shall not, nor and shall it authorize or permit any officercause its Affiliates, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of Subsidiaries and its subsidiaries and their respective Representatives not to, directly or indirectly, (i) directly or indirectly solicit, initiate or initiate, encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing or disclosing information) any inquiries Takeover Proposal, (ii) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal (including any letter of intent, memorandum of understanding or agreement in principle) or enter into any agreement, arrangement or understanding (including any letter of intent, memorandum of understanding or agreement in principle) which requires, or is intended to or which could reasonably be expected to result in, the abandonment, termination or the making failure to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than a party to this Agreement) any information with respect to any Takeover Proposal or (iv) grant any waiver or release under, or fail to enforce, any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that at any proposal time prior to the adoption of this Agreement by the Required Company Stockholders, in response to a bona fide written unsolicited Takeover Proposal received after the date hereof that the Company Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that such Takeover Proposal constitutes, or may would reasonably be expected to lead to, any Acquisition a Superior Proposal; provided, howeverand which Takeover Proposal was not, that nothing contained in directly or indirectly, the result of a breach of this Section 4.8 shall prohibit the Board of Directors of 5.5, the Company from furnishing information tomay, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after if the date hereof if, and only to the extent that, Company Board determines in good faith (A) the Board of Directors of the Company, after consultation with outside counsel and based upon the advice a financial advisor of outside counsel, concludes in good faith nationally recognized reputation) that such action is necessary for the Board of Directors of the Company failure to comply do so would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable law Law, and subject to compliance with Section 5.5(b), (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement and containing a standstill agreement; provided that all such information has previously been provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such Person, and (B) participate in discussions or negotiations with the Company Person making such Takeover Proposal (xand its representatives) provides reasonable notice to PennCorp to the effect that it is taking regarding such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Takeover Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The Company Each of ACT and ICH shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries or agents, affiliates, employees, advisors or representatives to, directly or indirectly, (ia) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (iib) participate in or encourage any discussions discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 the foregoing shall not prohibit the ACT Board of Directors Trust Managers or the ICH Board of Directors, as the Company case may be, from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the ACT Board of Directors Trust Managers or the ICH Board of Directors, as the Companycase may be, after consultation with and based upon the advice of outside legal counsel, concludes determines in good faith that such action is necessary required for the Board of Directors of the Company it to comply with its fiduciary duties obligations to stockholders its shareholders or stockholders, as the case may be, under applicable law and Texas or Maryland law, as the case may be, (B) the Company (x) provides reasonable notice prior to PennCorp to the effect that it is taking such action and (y) action, ACT or ICH, as the case may be, receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity and (C) the applicable Board concludes in good faith, after receiving advice from making an its independent financial advisor, that the Acquisition Proposal is a Superior Proposal. The party hereto receiving such unsolicited Acquisition Proposal shall provide immediate oral and written notice to the Board other party hereto of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of (a) the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any such Acquisition Proposal, Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of the such person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation (d) its intention to disclose the identity of furnish information to, or enter into discussions or negotiations with, such person or entity if and (e) subject to the fiduciary duties of its Board under applicable law, shall continue to keep such disclosure would violate other party informed of the terms status and details of any agreement outstanding on the date hereof with such person Acquisition Proposal or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawinquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange exchange, tender offer or similar transaction involving ACT or ICH, as the Company or any Significant Subsidiarycase may be, or any purchase (including without limitation by way of any reinsurance transaction) or other acquisition of all or any significant portion of the assets of the Company such party or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyin such party.

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate initiate, induce or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, offers, discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any information or data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Parent), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal; provided, howeveror (v) enter into or consummate any agreement, arrangement, letter of intent or understanding contemplating any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing non-public information regarding the Company and its Subsidiaries to, or entering into discussions or negotiations with, any person or entity that makes in response to an unsolicited Acquisition Proposal after the date hereof if, and only that is submitted to the extent thatCompany by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (A2) the Board of Directors Company has not violated any of the restrictions set forth in this Section 5.1, (3) the Company’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel, concludes in good faith that such action is necessary required in order for the Board board of Directors of the Company directors to comply with its fiduciary duties obligations to the Company’s stockholders under applicable law law, and (B4) the Company at least two (x2) provides reasonable notice Business Days prior to PennCorp to the effect that it is taking furnishing any non-public information to, or entering into discussions with, such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contraryperson, the Company shall promptly advise PennCorp orally and in writing gives Parent written notice of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person and of the Company’s intention to furnish non-public information to, or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions with, such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of receives from such person an equity interest therein) involving the Company or any Significant Subsidiary, other executed confidentiality agreement on terms no more favorable to such person than the transactions contemplated hereby.confidentiality agreement between Parent and the Company. 41

Acquisition Proposals. The Company shall not(a) No Party shall, nor shall it they authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative or agent of, the Company or any of its subsidiaries such Party to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 7.2(a) shall prohibit the any Party’s Board of Directors of the Company (and their respective authorized representatives) from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the such Party’s Board of Directors of the CompanyDirectors, after consultation with and based upon on the advice written opinion of outside legal counsel, concludes determine in good faith that in order for such action is necessary for the Party’s Board of Directors of the Company to comply with its their fiduciary duties to stockholders under applicable law and Applicable Law it should take such action, (B) the Company (x) provides reasonable notice prior to PennCorp to the effect that it is taking such action and (y) action, such Party receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity from making an unsolicited entity, and (C) the Acquisition Proposal contains an offer of consideration that is superior to the Board of Directors of consideration represented by the CompanyExchange Ratio. Notwithstanding anything in this Agreement to the contrary, the Company each Party shall (i) promptly advise PennCorp the other Party orally and in writing of (A) the receipt by it (or by any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (B) the material terms and conditions of such Acquisition Proposal or inquiry, inquiry and (C) the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that (ii) keep the Company shall have no obligation other Party reasonably informed of the status and details of any such Acquisition Proposal or inquiry, and (iii) negotiate with the other Party to disclose the identity of make such person or entity if such disclosure would violate adjustments in the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes conditions of this Agreement, "Acquisition Proposal" means any bona fide proposal Agreement as would enable such Party to proceed with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.herein; provided, however, that nothing in this Section 7.2(a) shall require that such Party negotiate exclusively with the other Party. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 7.2 by any officer, director or employee of any Party or its subsidiaries or any investment banker, attorney or other advisor, representative or agent of such Party or its

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) directly or indirectly initiate, solicit, initiate knowingly encourage or encourage the submission facilitate (including by way of any Acquisition Proposal (as definedfurnishing information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or to any person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 4.8 shall prohibit 5.3) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Board Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of Directors the foregoing restrictions by any of the Company’s Subsidiaries or by any representatives of the Company from furnishing information toor any of its Subsidiaries, whether or entering into discussions not such representative is so authorized and whether or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only not such representative is purporting to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and the Company Board may take any actions described in writing clause (ii) of this Section 5.3(a) with respect to a third party if at any time prior to obtaining the receipt by it Company Required Vote (or by any of x) the other entities or persons referred to above) after the date hereof of any Company receives a written Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms Proposal from such third party (and conditions of such Acquisition Proposal was not initiated, solicited, knowingly encouraged or inquiryfacilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such proposal constitutes, or the identity of the person or entity making any Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Acquisition Proposal or inquiryproposal could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall have no obligation not deliver any information to disclose such third party without entering into an Acceptable Confidentiality Agreement. Nothing contained in this Section 5.3 shall prohibit the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, Company or the Company Board of Directors, after consultation with from taking and based upon disclosing to the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal Company’s stockholders a position with respect to a mergeran Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, consolidation, share exchange or similar transaction involving in either case to the Company or any Significant Subsidiary, or any purchase (including without limitation extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyapplicable Law.

Acquisition Proposals. The Company shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or of employee of, or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or agree to or endorse, or take any other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 7.2 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside independent legal counsel, concludes determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to the Company's stockholders under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp Purchaser to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Companyin reasonably customary form. Notwithstanding anything in this Agreement to the contrary, the Company shall as promptly as practicable advise PennCorp Purchaser orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.or

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of(a) Except as expressly permitted by this Section 6.12, the Company or any agrees that it will not, and will cause each of its subsidiaries Subsidiaries and its and their respective officers, directors and employees, and will use its reasonable best efforts to cause its and their respective agents, advisors, financing sources, investment bankers, attorneys and other representatives (collectively with officers, directors and employees, “Representatives”), not to, directly or indirectly, (i) initiate, solicit, initiate knowingly encourage or encourage the submission of any Acquisition Proposal (as defined) knowingly facilitate inquiries or (ii) participate in any discussions or negotiations proposals regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; , (ii) engage or participate in any discussions or negotiations with any person concerning any Acquisition Proposal, (iii) disclose or provide any confidential or nonpublic information or data to, or otherwise cooperate in any way with, any person in connection with any Acquisition Proposal (including by affording access to the personnel, properties, books, records or assets of the Company or its Subsidiaries) or (iv) unless this Agreement has been terminated in accordance with its terms, enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.12(a)) relating to any Acquisition Proposal (provided, however, that nothing contained the foregoing shall not prevent the Company or its Representatives from contacting any person who has made an Acquisition Proposal or inquiry or proposal relating thereto solely for the purpose of seeking clarification of the terms and conditions thereof). Notwithstanding the foregoing, prior to the receipt of the Requisite Company Vote, in this Section 4.8 shall prohibit the event the Company receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, (x) furnish or cause to be furnished confidential or nonpublic information or data to, (y) participate in negotiations or discussions with and (z) afford access to its and their personnel, properties, books, records and assets to the person making the Acquisition Proposal (and such person’s Representatives) if and only if its Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith (after consultation with its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such action is necessary for the Board actions would be more likely than not to result in a violation of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) law; provided, further, that prior to providing any confidential or nonpublic information permitted to be provided pursuant to the foregoing proviso affording such access or participating in such negotiations or discussions, the Company shall have given Parent at least twenty-four (x24) provides reasonable hours’ prior written notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed shall have entered into a confidentiality agreement substantially similar with such third party on terms no less favorable to it than the Confidentiality Agreement, except that such which confidentiality agreement shall not prohibit provide such person or entity from making an unsolicited Acquisition Proposal with any exclusive right to the Board of Directors of negotiate with the Company. Notwithstanding anything in The Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by with any of the person other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead than Parent with respect to any Acquisition Proposal, the material terms Proposal and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making will request pursuant to any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.applicable

Acquisition Proposals. The Company shall not(a) Parent agrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of shall, and Parent shall cause its subsidiaries and the Company’s officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, (i) directly or indirectly, (i) solicitinitiate, initiate solicit or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing non-public information) any inquiries inquiry regarding or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, any an Acquisition Proposal; provided, however, that nothing contained (ii) participate or engage in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead disclose to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal Person (other than a party hereto or inquiry, and the identity of the person or entity making its Representatives) any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation information relating to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiaryof the Company’s Subsidiaries, or any purchase (including without limitation by way of any reinsurance transaction) of all afford access to the properties, books or any significant portion of the assets records of the Company or any Significant Subsidiaryof the Company’s Subsidiaries to, or otherwise cooperate in any way with, any Person that has made an Acquisition Proposal or that the Company, any of the Company’s Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, arrangement or understanding, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement under circumstances contemplated in Section 5.2(b)), (x) providing for, constituting or relating to an Acquisition Proposal or (y) that would require, or could have the effect of causing, the Company to abandon, terminate or fail to consummate the Acquisition or any other transaction contemplated by this Agreement. Other than with respect to PESI, Parent shall not (A) waive, modify, terminate, or fail to enforce any “standstill” obligation of any Person, and (B) render the restrictions, if any, under the Nevada Corporate Code relating to business combinations inapplicable to any Person. Any violation of the foregoing restrictions of this Section 5.2(a) by any of Parent, the Company, or any other business combination (including without limitation the acquisition of an equity interest therein) involving their Subsidiaries or by any Representative of Parent, the Company or any Significant Subsidiaryof their Subsidiaries, other than whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Parent, the transactions contemplated herebyCompany or any of their Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by Parent.

Acquisition Proposals. The Company shall not, nor shall it --------------------- authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries or Representatives to, directly or indirectly, (ia) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (iib) participate in or encourage any discussions discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 the foregoing shall not prohibit -------- ------- the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after prior to the date hereof approval of this Agreement by the Company Stockholders if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the written advice of independent outside legal counsel, concludes determines in good faith that such action is necessary required for the Board of Directors of the Company to comply with its fiduciary duties obligations to stockholders the Company Stockholders under applicable law and Delaware law, (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity from making an unsolicited Acquisition Proposal to and (C) the Board of Directors of the CompanyCompany concludes in good faith, based upon written advice from its independent financial advisor, that the Acquisition Proposal is a Superior Proposal. Notwithstanding anything in this Agreement to the contrary, the The Company shall promptly advise PennCorp orally provide immediate oral and in writing written notice to Parent of (a) the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any such Acquisition Proposal, Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of the such person or entity making any such Acquisition Proposal or inquiryinquiry and (d) the Company's intention to furnish information to, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions or negotiations with, such person or entity, . The Company shall continue to keep Parent informed of the status and details of any such Acquisition Proposal or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawinquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect -------------------- to a merger, consolidation, share exchange exchange, tender offer or similar transaction involving the Company or any Significant SubsidiaryCompany, or any purchase (including without limitation by way of any reinsurance transaction) or other acquisition of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving in the Company or any Significant Subsidiary, other than the transactions contemplated herebyCompany.

Acquisition Proposals. (a) The Company shall will not, nor shall will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, of or any investment banker, attorney attorney, accountant or other advisor or representative (each, a “Representative”) of, the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or knowingly encourage any inquiry or the submission making of any proposal or offer or any other effort or attempt that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) or ), (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toto the Company or any of its Subsidiaries, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead tofacilitate, any Acquisition Proposal or (iii) enter into any letter of intent, agreement or agreement in principle with respect to an Acquisition Proposal; provided. Notwithstanding anything in the foregoing to the contrary, howeverif, at any time following the date of this Agreement and prior to the time that, but not after, the Required Company Vote is obtained, the Company receives an Acquisition Proposal from any Person that nothing contained in did not result from a breach by the Company of this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that6.2, (A) the Board of Directors of Company and its Representatives may contact such Person to clarify the Companyterms and conditions thereof so as to determine whether such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal (as hereinafter defined) and (B) if the Independent Committee determines in good faith, after consultation with and based upon the advice of its financial advisor and outside legal counsel, concludes in good faith that such action is necessary for the Board of Directors of Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, then the Company to comply with and its fiduciary duties to stockholders under applicable law and (B) the Company Representatives may (x) provides reasonable notice furnish, pursuant to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form and in any event containing terms at least as stringent in all material respects as those contained in the Confidentiality Agreement in effect as of the date hereof, information (including non-public information) with respect to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal Company to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Person who has made such Acquisition Proposal, (y) engage in or any inquiry which could lead to any Acquisition Proposal, otherwise participate in discussions or negotiations with the material terms and conditions of Person making such Acquisition Proposal or inquiry(z) after having complied with Section 6.2(b), and the identity of the person or entity making any such Acquisition Proposal or inquiryapprove, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entityrecommend, or the Board of Directorsotherwise declare advisable or propose to approve, after consultation with and based upon the advice of outside counsel, concludes in good faith that recommend or declare advisable (publicly or otherwise) such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "an Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The Company (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, IIBK shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, the Company retained by IIBK or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate initiate, induce or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, offers discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead to, any to an Acquisition Proposal; provided, however(ii) furnish any confidential or non-public information or data regarding IIBK or any of its Subsidiaries or afford access to any such information or data to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, that nothing contained (iii) continue or otherwise participate in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information toany discussions or negotiations, or entering into discussions or negotiations withotherwise communicate in any way with any Person (other than Purchaser and Purchaser Bank), any person or entity that makes regarding an unsolicited Acquisition Proposal after the date hereof if, and only to the extent thatProposal, (Aiv) the Board of Directors of the Companyapprove, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person endorse or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of recommend any Acquisition Proposal, (v) release any Person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any inquiry confidentiality agreement or standstill agreement to which could lead to IIBK is a party or (vi) enter into or consummate any Acquisition Proposalagreement, the material terms and conditions agreement in principle, letter of such intent, arrangement or understanding contemplating any Acquisition Proposal or inquiryrequiring IIBK to abandon, and the identity of the person terminate or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation fail to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than consummate the transactions contemplated hereby.. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of IIBK or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by IIBK or any of its Subsidiaries shall be deemed to be a breach of this Section 5.1

Acquisition Proposals. The (a) (i) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 8, the Company shall will not, nor shall it authorize or permit any and will cause its Subsidiaries and each officer, director or employee ofdirector, or any financial advisor, auditor, investment banker, finder, business broker, attorney or other advisor or representative of, and accountant of the Company or any of its subsidiaries Subsidiaries (collectively, “Representatives”) not to, and will not authorize any other Person (such as its employees and agents) to, directly or indirectly, (iA) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing information) the submission making by any Person (other than Parent) of any Acquisition Proposal Proposal, (as definedB) or (ii) participate engage in any discussions or negotiations regarding, or provide access to the Company’s books, properties or employees or furnish to any person Person any non-public information or data with respect to, any Acquisition Proposal or take any inquiries with respect to any Acquisition Proposal, or (C) enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal or any agreement, arrangement or understanding relating to an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated in Section 6.05(a)(ii)(C)); provided that nothing contained in this Section 6.05(a) or any other action provision of this Agreement shall prohibit the Company or its Representatives from contacting any Person or group of Persons that has made an Acquisition Proposal after the date of this Agreement to facilitate any inquiries request clarification of and additional details with respect to the terms and conditions of such Acquisition Proposal solely in order to determine whether or the making of any proposal that constitutesnot such Acquisition Proposal is, or may could reasonably be expected to lead to, a Superior Proposal, and no such action shall be a breach of any Acquisition Proposal; provided, however, that nothing contained in provision of this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A6.05(a) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes other provision of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The Company shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, of or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or agree to or endorse, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 7.2 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside independent legal counsel, concludes determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to the Company's stockholders under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp American General Corporation to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality confidentiality/standstill agreement substantially in reasonably customary form. The Company shall notify American General Corporation of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide American General Corporation with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform American General Corporation on a prompt basis of the status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give American General Corporation a copy of any information delivered to such person which has not previously been reviewed by American General Corporation. The term "Acquisition Proposal" as used herein means any tender or exchange offer involving the capital stock of the Company or any of the Company Subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of the Company Subsidiaries, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company or any of the Company Subsidiaries, any proposal or offer with respect to any recapitalization or restructuring of the Company or any of the Company Subsidiaries, or any proposal or offer with respect to any other transaction similar to any of the Confidentiality foregoing with respect to the Company or any of the Company Subsidiaries, other than the Merger contemplated by this Agreement. Immediately after the execution and delivery of this Agreement, except that such confidentiality agreement shall not prohibit such person the Company will, and will cause its Subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or entity from making an unsolicited negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal and shall notify each party that it, or any officer, director, investment advisor, financial advisor, attorney or other representative retained by it, has had discussions with during the 30 days prior to the date of this Agreement that the Board of Directors of the Company. Notwithstanding anything in this Agreement to Company no longer seeks the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof making of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. (a) The Company shall not, nor shall it permit any of its Subsidiaries nor shall it authorize or permit any officerofficers, director directors, employees, agents and representatives of the Company or employee of, or any of its Subsidiaries (including any investment banker, attorney or other advisor or representative of, the Company accountant retained by it or any of its subsidiaries Subsidiaries) to, directly or indirectly, : (i) solicit, initiate initiate, seek, encourage, facilitate or encourage induce any inquiry with respect to, or the making, submission of or announcement of, any Acquisition Proposal (as defined) or any inquiry, offer or proposal that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person or entity or grant access to any person or entity to any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained (iii) engage in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, with any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead respect to any Acquisition Proposal, except as to the material terms existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 4.2(d) and conditions Section 7.1(g)), or (v) enter into any letter of such intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or inquirytransaction contemplated thereby (except as permitted pursuant to Section 4.2(d) and Section 7.1(g)). The Company shall, and shall cause its Subsidiaries and the identity officers, directors, employees, agents and representatives of the person Company and its Subsidiaries (including any investment banker, attorney or entity making accountant retained by it or any such Acquisition Proposal of its Subsidiaries) to, immediately cease any and all existing activities, discussions or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of negotiations with any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal third parties conducted heretofore with respect to a mergerany Acquisition Proposal. The Company agrees not to release any third party from, consolidationor waive any provision of, share exchange or fail to enforce, any confidentiality agreement, standstill agreement or similar transaction involving the Company or any Significant Subsidiaryagreement to which it is a party related to, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of which could affect, an Acquisition Proposal and agrees that Parent shall be entitled to enforce the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyCompany's rights and remedies under and in connection with such agreements.

Acquisition Proposals. The (a) Upon execution of this Agreement, the Company shall notwill immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal (as defined below). Prior to the Effective Time, the Company agrees that neither it nor any of its Subsidiaries will, nor shall will it authorize or any of its Subsidiaries permit any officertheir respective officers, director or employee ofdirectors, or employees, agents and representatives (including, without limitation, any investment banker, attorney or other advisor or representative of, the Company accountant retained by it or any of its subsidiaries Subsidiaries) to, initiate, solicit, participate in or encourage, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (or, except as defined) or (ii) participate set forth below, engage in any discussions or negotiations regardingconcerning, or furnish to provide any person any confidential information with respect or data to, or take have any other action discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any inquiries effort or the making of any proposal that constitutes, attempt to make or may reasonably be expected to lead to, any implement an Acquisition Proposal; provided. Notwithstanding the foregoing, howeverin the event the Company receives an unsolicited written proposal or unsolicited written offer (in either case subject to due diligence) with respect to an Acquisition Proposal, that nothing contained in this Section 4.8 shall prohibit the Special Committee or the Board of Directors of the Company from furnishing shall be entitled to review and participate in negotiations concerning such proposal and furnish confidential information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after and data concerning the date hereof if, Company and only its Subsidiaries to the extent thatofferor if it reasonably believes, after consultation with its counsel and its financial advisor, that there is a substantial risk that a failure to do so would violate its fiduciary duties to the shareholders of the Company; provided that (A) the Board Company shall have furnished, or concurrently with the provision of Directors of the Companysuch information to such offeror shall furnish, after consultation LLC with and based upon the advice of outside counsel, concludes in good faith that all such action is necessary for the Board of Directors of the Company information provided to comply with its fiduciary duties to stockholders under applicable law such offeror and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed offeror executes a confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of with the Company. Notwithstanding anything in this Agreement to the contrary, the The Company shall promptly advise PennCorp orally notify the Special Committee and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof LLC immediately of any such unsolicited Acquisition Proposal, or any inquiry which could lead to or contact with any Acquisition Proposalperson with respect thereto, and shall in such notice indicate in reasonable detail the material identity of the offeror and the terms and conditions of such proposal and, subject to the fiduciary duties of the Special Committee under applicable law, shall keep LLC promptly advised of all developments which could be reasonably expected to culminate in the Special Committee withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. In addition, in the event (i) the Company enters into negotiations with respect to an unsolicited Acquisition Proposal or inquiry, (ii) the Company's Board of Directors (upon recommendation of the Special Committee) shall withdraw its approval of this Agreement and the identity transactions contemplated hereby or its recommendation to the shareholders of the person or entity making any such Acquisition Proposal or inquiryCompany to approve the same, provided that then the Company shall have no obligation to disclose the identity immediately deliver an additional notice of such person or entity if such disclosure would violate events to LLC. Nothing in this Section 6.1 will (x) permit the terms of Company to terminate this Agreement except as provided in Section 8.1(f), (y) permit the Company to enter into any agreement outstanding on to consummate an Acquisition Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the date hereof Company will not enter into any agreement with such any person or entitythat provides for, or the Board of Directorsin any way facilitates, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be an Acquisition Proposal except as otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiarypermitted herein), or (z) affect any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets other obligation of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyunder this Agreement.

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its or its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of(collectively, “Representatives”) retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toknowingly encourage, or take any other action to facilitate facilitate, any inquiries inquiries, discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any information or data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, or (iii) continue or otherwise participate in any discussions or negotiations or otherwise communicate with any person (other than Parent, Parent Bank or Representatives of Parent or Parent Bank) regarding an Acquisition Proposal; provided, however, that nothing contained none of the restrictions in this Section 4.8 6.1(a) shall prohibit the Board of Directors Company or its Representatives from informing in writing any person of the Company terms of this Section 6.1 or from furnishing information to, or entering into discussions or negotiations with, contacting in writing any person or entity that makes an unsolicited Acquisition Proposal who has made, after the date hereof ifof this Agreement, an Acquisition Proposal solely to request the clarification of the terms and conditions thereof so as to determine whether the Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that any such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement actions shall not prohibit such person or entity from making an unsolicited Acquisition Proposal be a breach of this Section 6.1(a); provided, further that prior to the Board of Directors of the Company. Notwithstanding anything in furnishing any written communication permitted to be provided by this Agreement to the contrarysentence, the Company shall promptly advise PennCorp orally and in writing have provided such information to Parent. Without limiting the foregoing, it is understood that any violation of the receipt by it (or restrictions set forth in the preceding sentence by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving Representative retained by the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) its Subsidiaries shall be deemed to be a breach of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.this Section 6.1

Acquisition Proposals. The (a) From the date hereof until the termination hereof, the Company shall will not, nor shall will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of, of or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defineddefined in Section 10.12(a)) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided. Notwithstanding the foregoing, howeverprior to the acceptance for payment of Shares pursuant to the Offer, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information tomay, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) required by the Board of Directors fiduciary obligations of the CompanyBoard, as determined in good faith by a majority of the disinterested members thereof after consultation with and based upon the advice of outside counsel, concludes in response to any Acquisition Proposal that was made by a person whom the Special Committee determines, in good faith after consultation with outside counsel and an independent financial advisor, to be reasonably capable of making a Superior Company Proposal (as defined below), that such action is necessary for was not solicited by the Board Company and that did not otherwise result from a breach of Directors of this Section 7.3(a), (x) furnish information with respect to the Company to comply with the person or group making such Acquisition Proposal and its fiduciary duties representatives pursuant to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action a customary confidential agreement and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything participate in this Agreement to the contrary, the Company shall promptly advise PennCorp orally discussions and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof negotiations with such person or entity, or group and its representatives to the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that extent required regarding such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawAcquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The Company Stockholder shall notnot take, directly or --------------------- indirectly, (nor shall it the Stockholder authorize or permit its representatives or, to the extent within the Stockholder's control, its affiliates to take) any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, action to (i) encourage (including by way of furnishing nonpublic information), solicit, initiate or encourage the submission of facilitate any Acquisition Proposal (as defineddefined in the Merger Agreement), (ii) enter into any letter of intent, term sheet or other agreement with respect to any Acquisition Proposal or (iiiii) participate in any way in discussions or negotiations regardingwith, or furnish to any information to, any person any information with respect toin connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this -------- ------- Section 4.8 3.04 shall prohibit prevent the Board of Directors Stockholder, in his capacity as a director or executive officer of the Company from furnishing information to, or entering into engaging in any activity permitted pursuant to Section 6.04 of the Merger Agreement. The Stockholder shall immediately cease and cause to be terminated all discussions or negotiations with, commenced prior to the date hereof with respect to any person or entity that makes an unsolicited Acquisition Proposal Proposal. From and after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice execution of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality this Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal the Stockholder will as promptly as practicable communicate to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp Parent orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead received by him relating to any potential Acquisition Proposal, Proposal and the material terms and conditions of such Acquisition Proposal any proposal or inquiry, and including the identity of the person or entity and its affiliates making the same, that he may receive in respect of any such Acquisition Proposal negotiations or inquiry, provided that discussions being sought to be initiated with the Company Company. The Stockholder shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding (i) keep Parent fully informed on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal a prompt basis with respect to a merger, consolidation, share exchange any developments with respect to the foregoing and (ii) provide to Parent as soon as practicable after receipt or similar transaction involving delivery thereof with copies of all correspondence and other written material sent or provided to the Company or from any Significant Subsidiarythird party in connection with any Acquisition Proposal. In addition, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion each of the assets Stockholders who is also an employee of the Company agrees that he will not enter into any employment, consulting or similar arrangement (or participate in any Significant Subsidiary, negotiations or discussions concerning such arrangements) with any person other business combination (including without limitation the acquisition of an equity interest therein) involving than Parent or the Company or any Significant Subsidiary, other than the transactions contemplated herebyprior to termination of this Agreement in accordance with its terms.

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate initiate, induce or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, offers discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any confidential or non-public information or data regarding the Company or any of its Subsidiaries or afford access to any such information or data to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal; provided, however(v) release any person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which the Company is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at the Company Stockholder Meeting, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing non-public information regarding the Company and its Subsidiaries to, or entering into discussions with, any person in response to an Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) the Company has not breached any of the covenants set forth in this Section 5.1, (3) the Company’s Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to violate the directors’ fiduciary obligations to the Company’s stockholders under applicable law, and (4) prior to furnishing any non-public information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after such Person, the date hereof if, Company gives Purchaser written notice of the identity of such Person and only to the extent that, (A) the Board of Directors of the Company’s intention to furnish non-public information to, after consultation with or enter into discussions with, such Person and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity Person an executed confidentiality agreement substantially similar on terms no more favorable to such Person than the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, between Purchaser and the Company shall promptly advise PennCorp is to Purchaser. (b) The Company will notify Purchaser orally within twenty-four (24) hours and in writing (within two (2) calendar days) of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, any request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, or any inquiry which with respect to or that could reasonably be expected to lead to any an Acquisition Proposal, including, in each case, the identity of the Person making such Acquisition Proposal, the material request or inquiry and the terms and conditions of such Acquisition Proposal or inquirythereof, and the identity of the person or entity making shall provide to Purchaser any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving written materials received by the Company or any Significant Subsidiary, or any purchase (including without limitation by way of its Subsidiaries in connection therewith. The Company will keep Purchaser informed of any reinsurance transactiondevelopments with respect to any such Acquisition Proposal, request or inquiry promptly orally (within one (1) of all or any significant portion of calendar day) and in writing (within two (2) calendar days) upon the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyoccurrence thereof.

Acquisition Proposals. The Company shall notFrom and after the date hereof until the termination of this Agreement, neither CNS or CNS Bank, nor shall it authorize any of their respective officers, directors, employees, representatives, agents or permit any officeraffiliates (including, director or employee ofwithout limitation, or any investment banker, attorney or other advisor or representative of, the Company accountant retained by CNS or any of its subsidiaries toSubsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (i) solicit, initiate including by way of furnishing non-public information or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regardingassistance), or furnish to any person any information with respect tofacilitate knowingly, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its Subsidiaries to take any such action; provided, however, that nothing contained in this Section 4.8 4.1 shall prohibit the Board of Directors of the Company CNS from (i) furnishing information to, or entering into discussions or negotiations withwith any, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof written, bona fide proposal to acquire CNS pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of CNS receives a written opinion from its independent financial advisor that such proposal may be superior to the CompanyMerger from a financial point-of-view to CNS's stockholders, (B) the Board of Directors of CNS, after consultation with and based upon the advice of outside independent legal counsel, concludes determines in good faith that such action is necessary for the Board of Directors of the Company CNS to comply with its fiduciary duties to stockholders under applicable law (such proposal that satisfies (A) and (B) the Company being referred to herein as a "Superior Proposal") and (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CNS (x) provides reasonable notice to PennCorp ENB to the effect that it is taking furnishing information to, or entering into discussions or negotiations with, such action person or entity and (y) receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form; (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person a tender or entity from making an unsolicited Acquisition exchange offer; or (iii) failing to make or withdrawing or modifying its recommendation and entering into a Superior Proposal to if there exists a Superior Proposal and the Board of Directors of CNS, after consultation with independent legal counsel, determines in good faith that such action is necessary for the CompanyBoard of Directors of CNS to comply with its fiduciary duties to stockholders under applicable law. Notwithstanding anything in this Agreement to the contrary, the Company CNS shall promptly advise PennCorp notify ENB orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition ProposalProposal (including, or any inquiry which could lead to any Acquisition Proposalwithout limitation, the material terms and conditions of any such Acquisition Proposal or inquiry, and the identity of the person or entity making such Acquisition Proposal) as promptly as practicable (but, in any event, no later than 24 hours) after the receipt thereof and shall keep ENB informed of the status and details of any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawProposal. For purposes of this Agreement, "Acquisition Proposal" means shall mean any bona fide proposal with respect to a of the following (other than the transactions contemplated hereunder) involving CNS or any of its Subsidiaries: (i) any merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiaryexchange, business combination, or other similar transaction; (ii) any purchase (including without limitation by way sale, lease, exchange, mortgage, pledge, transfer or other disposition of any reinsurance transaction) of all 25% or any significant portion more of the assets of CNS or CNS Bank, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 25% or more of the Company outstanding shares of capital stock of CNS or the filing of a registration statement under the Securities Act of 1933 in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any Significant Subsidiary, or agreement to engage in any other business combination (including without limitation of the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyforegoing.

Acquisition Proposals. The Company shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes determines in good faith that such action is necessary in order for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law it should take such action and (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp Conseco to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Companyin reasonably customary form. Notwithstanding anything in this Agreement to the contrary, the Company shall (i) promptly advise PennCorp Conseco orally and in writing of the (A) receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, (B) the material terms and conditions of such Acquisition Proposal or inquiry, and (C) the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that and (ii) keep Conseco fully informed of the status and details of any such Acquisition Proposal or inquiry. Notwithstanding the immediately preceding sentence, the Company shall have no obligation to disclose may delay providing any of the identity information described in clause (i) (B), (i) (C) or (ii) of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entitysentence if, or and for so long as, the Board of DirectorsDirectors of the Company, after consultation with and based upon the advice of outside counsel, concludes determines and continues to believe in good faith that such disclosure would violate in order to comply with its fiduciary duties or would be otherwise inconsistent with to stockholders under applicable lawlaw it should not provide such information. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiarysubsidiary of the Company, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiarysubsidiary of the Company, or any other business combination (including without limitation the acquisition of an equity interest therein) involving in the Company or any Significant Subsidiarysubsidiary of the Company, other than the transactions contemplated hereby.

Acquisition Proposals. The Company shall not, nor shall it authorize or permit cause any of its Affiliates or any officer, director or employee ofdirector, or any employee, investment banker, attorney or other advisor adviser or representative of, of the Company or any of its subsidiaries Affiliates to, directly or indirectly, (i) solicit, initiate initiate, or encourage the submission of of, any Acquisition Proposal (as hereinafter defined) or ), (ii) enter into any agreement with respect to, otherwise approve or recommend, or consummate any Acquisition Proposal or (iii) except to the extent required by law as advised by outside counsel to the Company (which may be Xxxxx Xxxxxx LLP) in writing (with a copy provided to Optionee), participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect tofor the purpose of facilitating the making of, or take any other action to facilitate any inquiries or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; providedProposal (it being understood that no such action permitted by this clause (iii) shall relieve the Company of any of its obligations under this Agreement). Without limiting the foregoing, howeverit is understood that any violation, that nothing contained of which the Company had Knowledge at the time such violation occurred, of the restrictions set forth in this Section 4.8 shall prohibit the Board of Directors immediately preceding sentence by any officer, director, employee, investment banker, attorney, employee or other adviser or representative of the Company from furnishing information toor any of its Affiliates, whether or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only not such Person is purporting to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors act on behalf of the Company or any of its Affiliates or otherwise, shall be deemed to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Section 5.5 by the Company. Notwithstanding anything in this Agreement to the contrary, the The Company promptly shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof Optionee of any Acquisition Proposal, or Proposal and any inquiry which could lead inquiries with respect to any Acquisition Proposal, including keeping Optionee promptly advised of the status and material terms and conditions (including a copy of such Acquisition Proposal or inquiry, any written proposal) and the identity of the person Person making such inquiries or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawProposal. For purposes of this Agreement, "“Acquisition Proposal" ” means any bona fide proposal with respect to for a merger, consolidation, share exchange merger or similar transaction other business combination involving the Company or any Significant Subsidiary, of its Affiliates or any purchase (including without limitation by way of proposal or offer to acquire in any reinsurance transaction) of all manner, directly or indirectly, an equity interest in the Company or any significant of its Subsidiaries or a material portion of the assets of the Company or any Significant SubsidiaryCompany; provided, or any other business combination (including without limitation however, that the acquisition of an equity interest therein) involving issuance by the Company of its securities (a) upon exercise of outstanding Stock Options and Warrants, (b) pursuant to the F&F C-2 Share Rights, (c) pursuant to the Fulcrum Plan of Merger Amendment or any Significant Subsidiary, other than the transactions contemplated hereby(d) upon conversion of outstanding shares of Preferred Stock shall not be considered an “Acquisition Proposal.”

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries or Representatives to, directly or indirectly, (ia) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (iib) participate in or encourage any discussions discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 the foregoing shall not prohibit the Company Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after during the date hereof ifInitial Period, and only to the extent that, (A) the Company Board of Directors of the CompanyDirectors, after consultation with and based upon the advice of outside legal counsel, concludes determines in good faith that such action is necessary required for the Company Board of Directors of the Company to comply with its fiduciary duties obligations to stockholders the Company Stockholders under applicable law and Delaware law, (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity from making an unsolicited Acquisition Proposal to and (C) the Company Board of Directors of concludes in good faith, based upon written advice from its independent financial advisor, that the CompanyAcquisition Proposal is a Superior Proposal. Notwithstanding anything in this Agreement to the contrary, the The Company shall promptly advise PennCorp orally provide immediate oral and in writing written notice to Parent of (a) the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any such Acquisition Proposal, Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of the such person or entity making any such Acquisition Proposal or inquiryinquiry and (d) the Company's intention to furnish information to, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions or negotiations with, such person or entity, . The Company shall continue to keep Parent informed of the status and details of any such Acquisition Proposal or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawinquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange exchange, tender offer or similar transaction involving the Company or any Significant SubsidiaryCompany, or any purchase (including without limitation by way of any reinsurance transaction) or other acquisition of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving in the Company or any Significant Subsidiary, other than the transactions contemplated hereby.Company. Section 5.11

Acquisition Proposals. The Company shall (a) Until this Agreement has been terminated in accordance with Section 6.1 (and the payments, if any, required to be made in connection with such termination pursuant to Section 6.2 have been made), each Party agrees that it will not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of and will cause its subsidiaries Subsidiaries and its and their Representatives not to, directly or indirectly, (i) knowingly encourage (including by way of furnishing or disclosing information), solicit, initiate initiate, make or encourage facilitate the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect tomaking of, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained (ii) knowingly participate in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into any way in discussions or negotiations with, or furnish or disclose any person information to, any Person (other than the other Party or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to aboveits Subsidiaries) after the date hereof of in connection with any Acquisition Proposal, (iii) release or any inquiry which could lead to any Acquisition Proposal, permit the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms release of any agreement outstanding on the date hereof with such person or entityPerson from, or waive or permit the Board waiver of Directorsany provisions of, after consultation with and based upon the advice of outside counselor otherwise fail to exercise its rights under, concludes in good faith that any confidentiality, standstill or similar agreement to which such disclosure would violate its fiduciary duties Party is a party or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means under which such Party has any bona fide proposal rights with respect to a merger, consolidation, share exchange or similar transaction involving the Company divestiture of the voting securities or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant material portion of the assets of such Party (except for any such agreement with the other Party or any of its Subsidiaries), (iv) in the case of Company, waive application of the Company Rights Plan, it being understood that the Company Rights Plan may terminate in accordance with the terms of the Company Rights Plan prior to the Effective Time, (v) effect a Change in Recommendation, (vi) approve or any Significant Subsidiaryrecommend, or propose to approve or recommend, any Acquisition Proposal or (vii) enter into any agreement, letter of intent, agreement-in-principle, acquisition agreement or other business combination (including without limitation the acquisition instrument contemplating or otherwise relating to any Acquisition Proposal or requiring such Party to abandon, terminate or fail to consummate any of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby., including the Arrangement. Notwithstanding the foregoing, at any time prior to the procurement of the Company Requisite Shareholder Vote in the case of Company and of the Acquiror Requisite Shareholder Vote in the case of Acquiror, such Party (the “Acting Party”) may (and may permit its Subsidiaries and its and their Representatives to):

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defineddefined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 5.9 shall prohibit the Company Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (Aa) the Board of Directors of the CompanyCompany Board, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board a failure to do so could reasonably be expected to result in a breach of Directors of the Company to comply with its fiduciary duties to stockholders the shareholders of the Company under applicable law and (Bb) the Company (x) provides reasonable notice to PennCorp Nipsco to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar not less favorable to the Company than the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the CompanyCompany Board. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp Nipsco orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which that could reasonably be expected to lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of DirectorsCompany Board, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiaryof its Subsidiaries, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant a substantial portion of the assets or shares of the Company or any Significant Subsidiaryof its Subsidiaries, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiaryof its Subsidiaries, other than the transactions contemplated hereby.. 5.10

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, Table of Contents employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any information or data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal; provided, howeveror (v) enter into or consummate any agreement, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing nonpublic information regarding the Company and its Subsidiaries to, or entering into discussions or negotiations with, any person or entity that makes in response to an unsolicited Acquisition Proposal after the date hereof if, and only that is submitted to the extent thatCompany by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (A2) the Company has not breached any of the covenants set forth in this Section 5.1, (3) the Company’s Board of Directors of the Companydetermines in good faith, after consultation with and based upon the advice of its outside legal counsel, concludes in good faith that such action is necessary required in order for the Board of Directors of the Company to comply with its fiduciary duties obligations to the Company’s stockholders under applicable law law, and (B4) the Company at least two (x2) provides reasonable notice Business Days prior to PennCorp to the effect that it is taking furnishing any nonpublic information to, or entering into discussions with, such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contraryperson, the Company shall promptly advise PennCorp orally and in writing gives Purchaser written notice of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person and of the Company’s intention to furnish nonpublic information to, or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions with, such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of receives from such person an equity interest therein) involving the Company or any Significant Subsidiary, other executed confidentiality agreement on terms no more favorable to such person than the transactions contemplated herebyconfidentiality agreement between Purchaser and the Company.

Acquisition Proposals. The Company Each of ACT and ICH shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries or agents, affiliates, employees, advisors or representatives to, directly or indirectly, (ia) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (iib) participate in or encourage any discussions discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 the foregoing shall not prohibit the ACT Board of Directors Trust Managers or the ICH Board of Directors, as the Company case may be, from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the ACT Board of Directors Trust Managers or the ICH Board of Directors, as the Companycase may be, after consultation with and based upon the advice of outside legal counsel, concludes determines in good faith that such action is necessary required for the Board of Directors of the Company it to comply with its fiduciary duties obligations to stockholders its shareholders or stockholders, as the case may be, under applicable law and Texas or Maryland law, as the case may be, (B) the Company (x) provides reasonable notice prior to PennCorp to the effect that it is taking such action and (y) action, ACT or ICH, as the case may be, receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity and (C) the applicable Board concludes in good faith, after receiving advice from making an its independent financial advisor, that the Acquisition Proposal is a Superior Proposal. The party hereto receiving such unsolicited Acquisition Proposal shall provide immediate oral and written notice to the Board other party hereto of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of (a) the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any such Acquisition Proposal, Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of the such person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation (d) its intention to disclose the identity of furnish information to, or enter into discussions or negotiations with, such person or entity if and (e) subject to the fiduciary duties of its Board under applicable law, shall continue to keep such disclosure would violate other party informed of the terms status and details of any agreement outstanding on the date hereof with such person Acquisition Proposal or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawinquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.,

Acquisition Proposals. The Company and each Subsidiary shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicitand shall instruct and otherwise use its best efforts to cause their respective officers, directors, employees, agents or advisors or other representatives or consultants not to directly or indirectly, solicit or initiate any proposals or encourage the submission of offers relating to any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regardingdefined below). Company shall, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit unless the Board of Directors of the Company from furnishing information todetermines, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith faith, that such action is necessary for the Board exercise of Directors of the Company to comply with its fiduciary duties to stockholders Company shareholders under applicable law and (B) law, as advised by independent outside counsel, prohibits the Company (x) provides reasonable notice to PennCorp to the effect that it is taking of such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreementaction, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp Commerce orally and in writing of the receipt by it (any request for information relating to, or by any of the other entities or persons referred to above) after the date hereof of any any, Acquisition Proposal, or any inquiry with respect to or which could lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, inquiry and the identity of the person or entity Person making any such request, Acquisition Proposal or inquiry. Company shall, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or unless the Board of DirectorsDirectors of Company determines, after consultation with and based upon in good faith, that the advice exercise of its fiduciary duties to Company shareholders under applicable law, as advised by independent outside counsel, concludes prohibits the taking of such action, keep Commerce fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. For purposes hereof, “Superior Proposal” shall mean any bona fide written Acquisition Proposal by a third party on terms determined in good faith that such disclosure would violate its fiduciary duties or would by the Board of Directors of Company to be otherwise inconsistent with applicable lawreasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal and, if consummated to be more favorable to the shareholders of Company from a financial point of view than the Merger. For purposes of this Agreementhereof, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.“Acquisition

Acquisition Proposals. The Company shall Company, its subsidiaries and their affiliates will not, nor shall it authorize or permit any officerand the Company, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries toand their affiliates will use their reasonable efforts to ensure that their respective officers, directors, employees, investment bankers, attorneys, accountants and other representatives and agents do not, directly or indirectly, (i) initiate, solicit, initiate encourage or encourage participate in negotiations or discussions relating to, or provide any information to any natural person, corporation, partnership, limited liability company or entity (each, a "PERSON") concerning, or take any action to facilitate the submission of making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defineddefined below) relating to the Company, its subsidiaries or (ii) participate in any discussions or negotiations regardingaffiliate, or furnish to any person any information inquiry with respect tothereto, or take any other action agree to facilitate any inquiries approve or the making of any proposal that constitutes, or may reasonably be expected to lead to, recommend any Acquisition Proposal; provided, however, that nothing contained if at any time prior to the Effective Time, in this Section 4.8 shall prohibit the opinion of the Special Committee of the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside its counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company failure to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by take any of the foregoing actions described in this Section 6.1 would be inconsistent with the fiduciary duties of such Special Committee to the Public Stockholders under applicable law, such Special Committee may take any such action; provided, further, that if taking any such action involves, directly or indirectly, providing access and/or furnishing information concerning the Company's business, properties or assets to any corporation, partnership, person or other entities entity or persons referred group, the access and/or information shall be provided only pursuant to abovean appropriate confidentiality agreement. The Company (acting through the Special Committee) after the date hereof shall promptly notify Parent of any such offers, proposals or Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, Proposals (including without limitation the material terms and conditions of such Acquisition Proposal or inquiry, thereof and the identity of the person or entity Person making it), and will keep Parent apprised of all developments with respect to any such Acquisition Proposal or inquiryProposal, provided that including without limitation any modifications thereof. Nothing contained in this Section 6.1 shall prohibit the Company shall have no obligation or the Special Committee from (i) taking and disclosing to disclose the identity of such person Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or entity if (ii) making such disclosure would violate to the terms Company's stockholders which, in the opinion of any agreement outstanding on the date hereof with such person or entity, or the Board of DirectorsSpecial Committee, after consultation with and based upon the advice of outside its counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would may be otherwise inconsistent with required under applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. The Company (a) Except as permitted by this Agreement, Factory Point Bancorp shall not, nor and shall it authorize cause its Subsidiaries and any of its Subsidiaries’ officers, directors or permit any officer, director or employee of, or employees and any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, the Company retained by Factory Point Bancorp or any of its subsidiaries Subsidiaries not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries, discussions or the submission making of any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined) or Proposal, (ii) participate in any discussions or negotiations regardingnegotiations, or furnish to otherwise communicate in any way with any person any information with respect to(other than Berkshire Hills Bancorp), or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes regarding an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, (iii) enter into or consummate any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transactions contemplated hereby, (iv) make any public statement critical of Berkshire Hills Bancorp or any inquiry which could lead to of its Subsidiaries, its board of directors, its management or the Merger or (v) join with or assist any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, directly or indirectly, in opposing or making any statement in opposition to, the Board Merger. Without limiting the foregoing, it is understood that any violation of Directorsthe restrictions set forth in the preceding sentence by any officer, after consultation with and based upon director or employee of Factory Point Bancorp or any of the advice Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by Factory Point Bancorp or any of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would Subsidiaries shall be otherwise inconsistent with applicable law. For purposes deemed to be a breach of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.Section 5.1

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 4.6 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp Acquiror to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall need not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp Acquiror orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. (a) Upon the execution hereof, the Company shall, and shall cause its Representatives (as defined below) to immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal (as defined in Section 6.3(e) hereof) or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal. The Company shall notnot terminate, nor shall it authorize waive, amend, release or permit modify in any officer, director respect any provision of any confidentiality or employee of, or any investment banker, attorney or other advisor or representative of, standstill agreement to which the Company or any of its subsidiaries Affiliates or Representatives is a party with respect to any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal, and shall use its best efforts to enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof. (b) At all times during the Pre-Closing Period, the Company shall not and shall cause the U.S. Subsidiary and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate initiate, or knowingly encourage or knowingly facilitate the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer constituting, related to or that constitutes, or may would reasonably be expected to lead to, any to an Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors (ii) furnish or otherwise provide access to any non-public information regarding any of the Company from furnishing information toor the U.S. Subsidiary to any Person (other than Parent, Buyer and Parent’s, Buyer’s or entering into the Company’s Representatives acting in their capacity as such) in connection with or in response to an Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with, with any person Person (other than Parent or entity that makes an unsolicited Buyer) with respect to any Acquisition Proposal after the date hereof ifor any proposal, and only inquiry or offer that would reasonably be expected to the extent thatlead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (Aiv) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person approve or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited recommend any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to the Board lead to an Acquisition Proposal, (v) make or authorize any recommendation in support of Directors any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal or (vi) enter into any letter of the Companyintent or agreement in principle or any Contract providing for, relating to or in connection with any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the (c) The Company shall promptly (and in any event within twenty-four (24) hours) advise PennCorp Buyer orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, Proposal or any inquiry which inquiry, request for information, proposal or offer that could reasonably be expected to lead to any an Acquisition Proposal, Proposal (including the material terms and conditions identity of the Person making or submitting such Acquisition Proposal or inquiry, proposal or offer, and the identity material terms and conditions thereof) that is made or submitted by any Person prior to the Share Swap Record Date. The Company shall keep Buyer informed, on a reasonably current basis, of the person status of, and any financial or entity making other changes in, any such Acquisition Proposal or Proposal, inquiry, provided that proposal or offer. (d) Neither the Company Board nor any committee thereof shall have no obligation (i) (A) withhold, withdraw or qualify (or modify in a manner adverse to disclose Buyer) the identity Company Board Determination or the approval of this Agreement, the Share Swap or any of the other transactions contemplated hereby, take any action (or permit or authorize the Company or any of its Representatives to) inconsistent with the Company Board Determination or resolve, agree or propose to take any such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entityactions, or (B) adopt, approve, recommend, propose publicly to adopt, approve or recommend, any Acquisition Proposal (each such action set forth in this Section 6.3(d)(i)(A)-(B) being referred to herein as an “Adverse Recommendation Change”), (ii) cause or permit the Board Company to enter into any letter of Directorsintent, after consultation with and based upon the advice memorandum of outside counselunderstanding, concludes agreement in good faith that principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting an Acquisition Proposal, or (iii) resolve or propose publicly to take any such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawactions. (e) For purposes of this Agreement, "“Acquisition Proposal" ” means any bona fide proposal or offer (whether or not in writing), with respect to a any (A) merger, consolidation, share exchange exchange, share swap, other business combination or similar transaction involving the Company Company, (B) sale, lease, contribution or any Significant Subsidiaryother disposition, directly or any purchase (including without limitation by way indirectly of any reinsurance transaction) of all business or any significant portion of the assets of the Company representing 10% or more of the revenues, net income or assets of the Company, taken as a whole, (C) issuance, sale or other disposition, directly or indirectly, to any Significant SubsidiaryPerson (or the shareholders of any Person) or group of securities (or options, rights or warrants to purchase, or any other business combination securities convertible into or exchangeable for, such securities) representing 10% or more of the voting power of the Company, (including without limitation D) transaction in which the acquisition holders of an equity interest therein) involving the voting power of the Company immediately prior to such transaction own 90% or less of the voting power of the Company immediately following the transaction, (E) transaction in which any Significant SubsidiaryPerson (or the shareholders of any Person) shall acquire, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the 25 right to acquire beneficial ownership of, 10% or more of the Shares or (F) any combination of the foregoing (in each case, other than the Share Swap or the transactions contemplated hereby.deriving therefrom, relating thereto, or otherwise necessary to consummate the Share Swap). (f) Any action inconsistent in any material respect with any provisions set forth in this Section 6.3 that is taken by any Representative of the Company that if taken or not taken by the Company would constitute a breach of this Section 6.3 shall be deemed a breach of this Agreement by the Company. Section 6.4

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate initiate, induce or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, offers, discussions or the making of any proposal that constitutes, constitutes or may would reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any confidential or non-public information or data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Parent), regarding an Acquisition Proposal, other than to notify such person as to the existence of the provisions of this Section 5.1; (iv) approve, endorse or recommend any Acquisition Proposal; provided, howeveror (v) enter into or consummate any agreement, arrangement, letter of intent or understanding contemplating any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing non-public information regarding the Company and its Subsidiaries to, or entering into discussions or negotiations with, any person or entity that makes in response to an unsolicited Acquisition Proposal after the date hereof if, and only that is submitted to the extent thatCompany by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (A2) the Board of Directors Company has not violated any of the restrictions set forth in this Section 5.1, (3) the Company’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel, concludes in good faith that the failure to take such action is necessary for would reasonably be expected to violate the Board board of Directors of directors’ fiduciary obligations to the Company to comply with its fiduciary duties to Company’s stockholders under applicable law law, and (B4) the Company at least two (x2) provides reasonable notice Business Days prior to PennCorp to the effect that it is taking furnishing any non-public information to, or entering into discussions with, such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contraryperson, the Company shall promptly advise PennCorp orally and in writing gives Parent written notice of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person and of the Company’s intention to furnish non-public information to, or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions with, such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of receives from such person an equity interest therein) involving the Company or any Significant Subsidiary, other executed confidentiality agreement on terms no more favorable to such person than the transactions contemplated herebyconfidentiality agreement between Parent and the Company.

Acquisition Proposals. The Company shall not(a) Neither Party shall, nor shall it they authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative or agent of, the Company such Party or any subsidiary of its subsidiaries such Party to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing -------- ------- contained in this Section 4.8 7.2(a) shall prohibit the either Party's Board of Directors of the Company (and its authorized representatives) from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the such Party's Board of Directors of the CompanyDirectors, after consultation with and based upon on the advice written opinion of outside legal counsel, concludes determines in good faith that in order for such action is necessary for the Party's Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and Applicable Law it should take such action, (B) the Company (x) provides reasonable notice prior to PennCorp to the effect that it is taking such action and (y) action, such Party receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity from making an unsolicited entity, and (C) the Acquisition Proposal contains an offer of consideration that is superior to the Board of Directors of consideration represented by the CompanyExchange Ratio. Notwithstanding anything in this Agreement to the contrary, the Company each Party shall (i) promptly advise PennCorp the other Party orally and in writing of (A) the receipt by it (or by any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (B) the material terms and conditions of such Acquisition Proposal or inquiry, inquiry and (C) the identity of the person or entity making any such Acquisition Proposal or inquiry, provided (ii) keep the other Party reasonably informed of the status and details of any such Acquisition Proposal or inquiry, and (iii) negotiate with the other Party to make such adjustments in the terms and conditions of this Agreement as would enable such Party to proceed with the transactions contemplated herein; provided, however, that nothing -------- ------- in this Section 7.2(a) shall require that such Party negotiate exclusively with the Company shall have no obligation to disclose other Party. Without limiting the identity foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 7.2 by any officer, director or employee of either Party or its subsidiaries or any investment banker, attorney or other advisor, representative or agent of such person Party or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with its subsidiaries, whether or not such person is purporting to act on behalf of such Party or entityotherwise, or the Board shall be deemed to be a breach of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that this Section 7.2 by such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawParty. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries and affiliates (as such term in used in Rule 12b-2 under the Exchange Act) to, directly or indirectlycause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) directly or indirectly initiate, solicit, initiate knowingly encourage or encourage the submission facilitate (including by way of any Acquisition Proposal (as definedfurnishing information) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or to any person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 4.8 shall prohibit 6.2) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Board Company to abandon, terminate or fail to consummate the merger or any other transaction contemplated by this Agreement (each an "Acquisition Agreement"). Any violation of Directors the foregoing restrictions by any of the Company's Subsidiaries or by any representatives of the Company from furnishing information toor any of its Subsidiaries, whether or entering into discussions not such representative is so authorized and whether or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only not such representative is purporting to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and its board of directors may take any actions described in writing clause (ii) of this Section 6.2(a) with respect to a third party if at any time prior to the receipt by it Effective Time (or by any of x) the other entities or persons referred to above) after the date hereof of any Company receives a written Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms Proposal from such third party (and conditions of such Acquisition Proposal was not initiated, solicited, knowingly encouraged or inquiryfacilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such proposal constitutes, or the identity Company's board of the person or entity making any directors determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Acquisition Proposal or inquiryproposal could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall have no obligation not deliver any information to disclose such third party without entering into an Acceptable Confidentiality Agreement. Notwithstanding the identity foregoing, the Company shall be entitled to waive any "standstill" or similar provision in any Acceptable Confidentiality Agreement which would preclude such Person from making an Acquisition Proposal to the Company, provided that such waiver is for the limited purpose of enabling such Person to make an Acquisition Proposal to the Company during the 45-day period following execution of such person or entity if Acceptable Confidentiality Agreement, and any such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes waiver shall not constitute a breach of this Agreement, "Acquisition Proposal" means any bona fide proposal Section 6.2. Nothing contained in this Section 6.2 shall prohibit the Company or its board of directors from taking and disclosing to the Company's shareholders a position with respect to a merger, consolidation, share exchange or similar transaction involving an Acquisition Proposal to the Company or any Significant Subsidiary, or any purchase (including without limitation extent required by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyApplicable Law.

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries or Representatives to, directly or indirectly, (ia) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (iib) participate in or encourage any discussions discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to knowingly facilitate any inquiries with respect to, or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 the foregoing shall not prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after prior to the date hereof approval of this Agreement by the Company Shareholders if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the taking into consideration advice of independent outside legal counsel, concludes determines in good faith that such action is necessary required for the Board of Directors of the Company to comply with its fiduciary duties obligations to stockholders the Company Shareholders under applicable law and Georgia law, (B) prior to taking such action, the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity from making an unsolicited Acquisition Proposal to and (C) the Board of Directors of the CompanyCompany concludes in good faith (after receiving the advice of an independent financial advisor), that the Acquisition Proposal is a Superior Proposal. Notwithstanding anything in this Agreement to the contrary, the The Company shall promptly advise PennCorp orally provide immediate oral and in writing written notice to Parent of (a) the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any such Acquisition Proposal, Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of the such person or entity making any such Acquisition Proposal or inquiryinquiry and (d) the Company's intention to furnish information to, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions or negotiations with, such person or entity, . The Company shall continue to keep Parent informed of the status and details of any such Acquisition Proposal or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawinquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange exchange, tender offer or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) or other acquisition of all or any significant portion of the assets of the Company or any Significant Subsidiary, Subsidiary or any other business combination (including without limitation the acquisition of an equity interest therein) involving in the Company or any Significant Subsidiary, (other than in the transactions contemplated herebyordinary course of business consistent with past practice).

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (ia) solicit, initiate or encourage the submission of any Acquisition Proposal (as defineddefined below) or (iib) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 5.7 shall prohibit the Company Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (Ai) the Board of Directors of the CompanyCompany Board, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board a failure to do so would result in a breach of Directors of the Company to comply with its fiduciary duties to stockholders the shareholders of the Company under applicable law and (Bii) the Company (xy) provides reasonable notice to PennCorp Buyer to the effect that it is taking such action and (yz) receives from such person or entity an executed confidentiality agreement substantially similar not less favorable to the 21 26 Company than the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the CompanyCompany Board. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp Buyer orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which that could reasonably be expected to lead to any an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of DirectorsCompany Board, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of As used in this Agreement, "Acquisition Proposal" means shall mean any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiaryof its Material Subsidiaries, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant a substantial portion of the assets or shares of the Company or any Significant Subsidiaryof its Material Subsidiaries, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiaryof its Material Subsidiaries, other than the transactions contemplated hereby.. 5.8

Acquisition Proposals. The (a) From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not authorize or permit any officerof its Subsidiaries or any of its Subsidiaries’ officers, director directors or employee of, employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative of, retained by the Company or any of its subsidiaries Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect toencourage, or take any other action to facilitate facilitate, any inquiries inquiries, discussions or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead toto an Acquisition Proposal, (ii) furnish any information or data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal; provided, howeveror (v) enter into or consummate any agreement, arrangement or understanding contemplating any Acquisition Transaction or requiring it to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that nothing contained any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.8 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Board of Directors of the Company from furnishing nonpublic information regarding the Company and its Subsidiaries to, or entering into discussions or negotiations with, any person or entity that makes in response to an unsolicited Acquisition Proposal after the date hereof if, and only that is submitted to the extent thatCompany by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (A2) the Company has not violated any of the restrictions set forth in this Section 5.1, (3) the Company’s Board of Directors of the Companydetermines in good faith, after consultation with and based upon the advice of its outside legal counsel, concludes in good faith that such action is necessary required in order for the Board of Directors of the Company to comply with its fiduciary duties obligations to the Company’s stockholders under applicable law law, and (B4) the Company at least two (x2) provides reasonable notice Business Days prior to PennCorp to the effect that it is taking furnishing any nonpublic information to, or entering into discussions with, such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contraryperson, the Company shall promptly advise PennCorp orally and in writing gives Purchaser written notice of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person and of the Company’s intention to furnish nonpublic information to, or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with enter into discussions with, such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of receives from such person an equity interest therein) involving the Company or any Significant Subsidiary, other executed confidentiality agreement on terms no more favorable to such person than the transactions contemplated herebyconfidentiality agreement between Purchaser and the Company.

Acquisition Proposals. The Company (a) HCI shall not, nor shall it HCI authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative or agent of, the Company HCI or any of its subsidiaries HCI Subsidiary to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action intended to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 7.2(a) shall prohibit the HCI's Board of Directors of the Company (and its authorized representatives) from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, that (A) the HCI's Board of Directors of the CompanyDirectors, after consultation with and based upon on the advice written opinion of outside legal counsel, concludes determines in good faith that in order for such action is necessary for the HCI's Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and Applicable Law it should take such action, (B) the Company (x) provides reasonable notice prior to PennCorp to the effect that it is taking such action and (y) action, HCI receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form relating to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit of information to be provided to such person or entity from making an unsolicited entity, and (C) the Acquisition Proposal contains an offer of consideration that is superior to the Board of Directors of consideration represented by the CompanyExchange Ratio. Notwithstanding anything in this Agreement to the contrary, the Company HCI shall (i) promptly advise PennCorp Rent-Way orally and in writing of (A) the receipt by it (or by any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (B) the material terms and conditions of such Acquisition Proposal or inquiry, inquiry and (C) the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that (ii) keep Rent-Way reasonably informed of the Company shall have no obligation status and details of any such Acquisition Proposal or inquiry, and (iii) negotiate with Rent-Way to disclose the identity of make such person or entity if such disclosure would violate adjustments in the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes conditions of this Agreement, "Acquisition Proposal" means any bona fide proposal Agreement as would enable HCI to proceed with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.herein. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 7.2 by any officer, director or employee of HCI or the HCI Subsidiaries or any investment banker, attorney or other advisor, representative or agent of HCI or the HCI Subsidiaries, whether or not such person is purporting to act on behalf of HCI or otherwise, shall be deemed to be a breach of this Section 7.2

Acquisition Proposals. (a) The Company shall not, nor and shall it authorize cause its Subsidiaries and the officers, directors, agents and advisors of the Company and its Subsidiaries not to, initiate, solicit or permit any officer, director encourage inquiries or employee ofproposals with respect to, or engage in any investment bankernegotiations concerning, attorney or other advisor provide any confidential information to, or representative ofhave any discussions with, any person relating to, any Acquisition Proposal. Notwithstanding the foregoing, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate shall be permitted to engage in any discussions or negotiations regardingwith, or furnish to any person provide any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Person in response to a bona fide written Acquisition ProposalProposal by any such Person, if and only to the extent that in each such case such proposal was not solicited or encouraged in violation of this Agreement and (i) the Company Meeting shall not have occurred; provided(ii) the Company Board determines in good faith that such Acquisition Proposal would, howeverif consummated, constitute a Superior Proposal and is reasonably likely to be consummated; (iii) the Company Board determines, in good faith after consultation with outside counsel, that nothing contained in this Section 4.8 shall prohibit the Board of Directors such action is legally required as a matter of the Company from furnishing fiduciary duties of the directors under applicable law; and (iv) prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity Person an executed confidentiality agreement substantially similar containing terms no less restrictive with respect to such Person than the terms of the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal Agreement with respect to the Board of Directors of the CompanyNortel. Notwithstanding anything in this Agreement to the contrary, the The Company shall promptly advise PennCorp orally and notify Nortel promptly, but in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof event within 24 hours, of any Acquisition Proposalsuch inquiries, proposals, or offers received by, any such information requested from, or any inquiry which could lead such discussions or negotiations sought to be initiated or continued with, any Acquisition Proposalof its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of such Acquisition Proposal any proposals or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable lawoffers. For the purposes of this Agreement, "Acquisition Superior Proposal" means shall mean any bona fide proposal with respect to Acquisition Proposal made by a merger, consolidation, share exchange third party that was not solicited or similar transaction involving encouraged in violation of this Agreement and which the Company or any Significant Subsidiary, or any purchase Board determines in its good faith judgment (including without limitation based on the written opinion to such effect by way a financial advisor of any reinsurance transactionnationally recognized reputation) of all or any significant portion of to be materially more favorable to the assets stockholders of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyby this Agreement. the Company shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Nortel with respect to any Acquisition Proposal. The Company shall advise Nortel of any material developments with respect to any proposal as to which the Company is exercising its rights pursuant to the second sentence of this Section 6.06 promptly upon the occurrence thereof.

Acquisition Proposals. The Company agrees that neither the Company nor any of the Company Subsidiaries shall, and the Company shall notdirect and use all reasonable efforts to cause the respective officers and directors of the Acquired Companies and the employees, nor shall it authorize or permit any officeragents and representatives of the Company (including, director or employee ofwithout limitation, or any investment banker, attorney or other advisor or representative of, accountant retained by the Company or any of its subsidiaries tothe Company Subsidiaries) not to initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutesor offer (including, or may reasonably be expected to lead towithout limitation, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, proposal or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only offer to the extent that, (A) the Board of Directors shareholders of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a reorganization, merger, consolidation, share exchange consolidation or similar transaction involving the Company or any Significant Subsidiarytransaction, or any purchase of (including without limitation by way of any reinsurance transactiona) of all or any significant portion of the assets of the Company or any Significant Subsidiaryof the Company Subsidiaries, (b) 5% or any other business combination (including without limitation more of the acquisition outstanding shares of an equity interest therein) involving the Common Stock of the Company or (c) any Significant Subsidiaryshares of the outstanding capital stock of the Company Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Company's Board of Directors of its fiduciary duties as advised by outside counsel to the Company, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or enter into any agreement or understanding with any other than person or entity with the transactions contemplated herebyintent to effect any Acquisition Proposal. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company shall use all reasonable efforts to take all necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.2. To the extent consistent with the fiduciary responsibilities of Company officers and directors, the Company shall promptly notify Purchaser if any such inquiries or proposals are received by, any such information is requested from or any such negotiations or discussions are sought to be initiated or continued with the Company. To the extent consistent with the fiduciary responsibilities of Company officers and directors, the Company shall promptly inform Purchaser of all terms and conditions of any such Acquisition Proposal and shall promptly furnish Purchaser with copies of any written Acquisition Proposal. Nothing contained in this Section 5.2 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e- 2 promulgated under the Exchange Act or from making such disclosure to the Company's stockholders which, as advised by outside counsel to the Company, is required under applicable law.

Acquisition Proposals. (a) The Company shall notagrees that, except as expressly contemplated by this Agreement, neither it nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries Subsidiaries shall, and the Company shall cause its and its Subsidiaries’ officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, (i) directly or indirectly, (i) solicitinitiate, initiate solicit or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing non-public information) any inquiries inquiry regarding or the making or submission of any proposal that constitutes, or may could reasonably be expected to lead to, any an Acquisition Proposal; provided, however(ii) directly or indirectly, that nothing contained participate or engage in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, or disclose to any person Person (other than a party hereto) any information relating to the Company or entity any of its Subsidiaries, or afford access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, any Person that makes has made an unsolicited Acquisition Proposal after or that the date hereof ifCompany, and only any of its Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, arrangement or understanding, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the extent thatfinal sentence of this Section 5.3(a)), (Ax) providing for, constituting or relating to an Acquisition Proposal or (y) that would require, or could have the Board effect of Directors causing, the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. Other than with respect to Parent and Merger Sub, the Company shall not (i) waive, modify, terminate, or fail to enforce any “standstill” obligation of any Person, (ii) modify, waive, amend or terminate the Company Rights Agreement, or (iii) render the restrictions on “Business Combinations” (as defined in Section 203 of the DGCL) under Section 203 of the DGCL inapplicable to any Person. Any violation of the foregoing restrictions of this Section 5.3(a) by any of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors ’s Subsidiaries or by any Representative of the Company or any of its Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to comply with its fiduciary duties to stockholders under applicable law and (B) act on behalf of the Company (x) provides reasonable notice or any of its Subsidiaries or otherwise, shall be deemed to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board be a breach of Directors of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Company shall promptly advise PennCorp orally and the Company Board may take any actions described in writing clause (ii) of the receipt first sentence of this Section 5.3(a) with respect to a third party at any time prior to obtaining the Company Required Vote if, prior to such vote, (w) the Company receives a bona fide written Acquisition Proposal from such third party (and such Acquisition Proposal was not initiated, solicited, encouraged or facilitated by it (the Company or by any of its Subsidiaries or any of their respective Representatives in violation of this Agreement and did not otherwise result from a violation of this Agreement or any standstill agreement), (x) the other entities Company Board determines in good faith by resolution duly adopted (after consultation with financial advisors and outside legal counsel of nationally recognized reputation) that such proposal constitutes or persons referred is reasonably likely to above) after result in a Superior Proposal from the date hereof of any third party that made the applicable Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, (y) the material terms Company Board determines in good faith by resolution duly adopted (after consultation with financial advisors and conditions outside legal counsel of nationally recognized reputation) that the third party making such Acquisition Proposal or inquiry, has the financial and the identity of the person or entity making any legal capability and capacity to consummate such Acquisition Proposal or inquiry, and (z) the Company Board determines after the receipt of advice from outside legal counsel that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable Law; provided that the Company shall have no obligation not deliver any information to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this third party without entering into an Acceptable Confidentiality Agreement, "Acquisition Proposal" means and the Company shall promptly provide or make available to Parent any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving material non-public information concerning the Company or any Significant Subsidiary, of its Subsidiaries that is provided to any Person making such Acquisition Proposal or any purchase (including without limitation by way of any reinsurance transaction) of all such Person’s Representatives that was not previously provided or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebymade available to Parent.

Acquisition Proposals. The Company shall notFrom and after the date hereof until the termination of this Agreement, neither Seller nor Seller S&L, nor shall it authorize any of their respective officers, directors, employees, representatives, agents or permit any officeraffiliates (including, director or employee ofwithout limitation, or any investment banker, attorney or other advisor or representative of, the Company accountant retained by Seller or any of its subsidiaries toSubsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (i) solicit, initiate including by way of furnishing non-public information or encourage the submission of any Acquisition Proposal (as defined) or (ii) participate in any discussions or negotiations regardingassistance), or furnish to any person any information with respect tofacilitate knowingly, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its Subsidiaries to take any such action; provided, however, that nothing contained in this Section 4.8 5.01 shall prohibit the Board of Directors of Seller from (i) furnishing information to, or entering into discussions or negotiations with any, person or entity that makes an unsolicited written, bona fide proposal to acquire Seller pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the Company extent that the Board of Directors of Seller concludes in good faith, after consultation with its financial advisors and legal counsel and taking into account, among other things, all legal, financial, regulatory and other aspects of such Acquisition Proposal, and the nature of the person making the Acquisition Proposal, that such proposal, would, if consummated, result in a transaction that is more favorable to its stockholders (in their capacities as stockholders), from a financial point of view, than the transactions contemplated by this Agreement and is reasonably capable of being completed (a "SUPERIOR PROPOSAL") and prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Seller (x) provides reasonable notice to Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, any such person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar in reasonably customary form; (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person a tender or entity from making an unsolicited Acquisition Proposal exchange offer; or (iii) failing to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (make or by any of the other entities withdrawing or persons referred to above) after the date hereof of any Acquisition Proposalmodifying its recommendation, or any inquiry which could lead (iv) entering into an agreement with respect to any Acquisition a Superior Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition ProposalACQUISITION PROPOSAL" means shall mean any bona fide proposal with respect to a of the following (other than the transactions contemplated hereunder) involving Seller or any of its Subsidiaries: (i) any merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiaryexchange, business combination, recapitalization, liquidation, dissolution, or other similar transaction; (ii) any purchase (including without limitation by way sale, lease, exchange, mortgage, pledge, transfer or other disposition of any reinsurance transaction) of all 25% or any significant portion more of the assets of Seller or Seller S&L, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 25% or more of the Company outstanding shares of capital stock of Seller or the filing of a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any Significant Subsidiary, or agreement to engage in any other business combination (including without limitation of the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyforegoing.

Acquisition Proposals. The Merger Agreement provides that the Company shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicitsolicit or initiate, initiate or encourage the submission of of, any Acquisition Proposal (as defined) takeover proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposaltakeover proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit that, prior to the Board of Directors acceptance for payment of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only Shares pursuant to the extent thatOffer, (A) if in the opinion of the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes such failure to act would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in good faith response to an unsolicited takeover proposal, and subject to compliance with the provisions described in the second succeeding paragraph, (A) furnish information with respect to the Company to any person pursuant to a confidentiality agreement and (B) participate in negotiations regarding such takeover proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director or executive officer of the Company or any of its subsidiaries, whether or not such action person is necessary for purporting to act on behalf of the Company or any of its subsidiaries or otherwise, shall be deemed to be a breach of the provisions described in this paragraph by the Company. For purposes of the Merger Agreement, "takeover proposal" means any proposal or offer from any person relating to any direct or indirect acquisition or purchase of a material amount of assets of the Company or any of its subsidiaries or of over 20% of any class of equity securities (other than acquisitions of stock by institutional investors in the ordinary course of business) of the Company or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Company or any of its subsidiaries or which would require approval under any Gaming Law, or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries other than the transactions contemplated by the Merger Agreement, or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or which would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated hereby. The Merger Agreement provides that, except as set forth in the provisions described in this paragraph, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose to comply withdraw or modify, in a manner adverse to Parent or the Purchaser, the approval or recommendation by such Board of Directors or any such committee of the Offer, the Merger Agreement or the Merger, (ii) approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with its fiduciary duties respect to stockholders under applicable law and (B) any takeover proposal. Notwithstanding the Company (x) provides reasonable notice to PennCorp foregoing, in the event prior to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to time of acceptance for payment of the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to Shares in the Offer if in the opinion of the Board of Directors of the Company. Notwithstanding anything in this Agreement Company after consultation with counsel, failure to do so would be inconsistent with its fiduciary duties to the contraryCompany's stockholders under applicable law, the Board of Directors of the Company may (subject to the terms of this and the following sentences) withdraw or modify its approval or recommendation of the Offer, the Merger Agreement or the Merger, approve or recommend a competitive proposal, or enter into an agreement with respect to a competitive proposal, in each case at any time after the second business day following Parent's receipt of written notice (a "Notice of Competitive Proposal") advising Parent that the Board of Directors of the Company has received a competitive proposal, specifying the material terms and conditions of such competitive proposal and identifying the person making such competitive proposal; provided that the Company shall not enter into an agreement with respect to a competitive proposal unless the Company shall have furnished Parent with written notice no later than 12:00 noon two business days in advance of any date that it intends to enter into such agreement. In addition, if the Company proposes to enter into an agreement with respect to any takeover proposal, it shall concurrently with entering into such agreement pay, or cause to be paid, to Parent the Expenses and the Termination Fee. For purposes of the Merger Agreement, a "competitive proposal" means any bona fide take-over proposal to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the Shares then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment to be more favorable to the Company's stockholders than the Offer and the Merger (taking into account any improvements to the Offer and the Merger proposed by Parent). The Merger Agreement provides that in addition to the obligations of the Company described in the immediately preceding paragraph, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof Parent of any Acquisition Proposalrequest for information or of any takeover proposal, or any inquiry which could lead proposal with respect to any Acquisition Proposaltakeover proposal, the material terms and conditions of such Acquisition Proposal request or inquirytakeover proposal, and the identity of the person or entity making any such Acquisition Proposal takeover proposal or inquiry. The Company will keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, takeover proposal or inquiry. The Merger Agreement provides that, nothing contained in the provisions described under "Acquisition Proposals" shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the opinion of the Board of Directors of the Company, after consultation with counsel, failure to so disclose would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law; provided that the Company shall have no obligation to disclose does not, except as permitted by provisions described in the identity of such person second preceding paragraph, withdraw or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entitymodify, or the Board of Directorspropose to withdraw or modify, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal position with respect to a merger, consolidation, share exchange the Offer or similar transaction involving the Company Merger or any Significant Subsidiaryapprove or recommend, or any purchase (including without limitation by way propose to approve or recommend, a takeover proposal. Conditions to Each Party's Obligation To Effect the Merger. The Merger Agreement provides that the respective obligation of any reinsurance transaction) of all each party to effect the Merger is subject to the satisfaction or any significant portion waiver on or prior to the Closing Date of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.following conditions:

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of(a) Except as expressly permitted by this Section 6.12, the Company or any agrees that it will not, and will cause each of its subsidiaries Subsidiaries and its and their respective officers, directors and employees, and will use its reasonable best efforts to cause its and their respective agents, advisors, financing sources, investment bankers, attorneys and other representatives (collectively with officers, directors and employees, “Representatives”), not to, directly or indirectly, (i) initiate, solicit, initiate knowingly encourage or encourage the submission of any Acquisition Proposal (as defined) knowingly facilitate inquiries or (ii) participate in any discussions or negotiations proposals regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; , (ii) engage or participate in any discussions or negotiations with any person concerning any Acquisition Proposal, (iii) disclose or provide any confidential or nonpublic information or data to, or otherwise cooperate in any way with, any person in connection with any Acquisition Proposal (including by affording access to the personnel, properties, books, records or assets of the Company or its Subsidiaries) or (iv) unless this Agreement has been terminated in accordance with its terms, enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.12(a)) relating to any Acquisition Proposal (provided, however, that nothing contained the foregoing shall not prevent the Company or its Representatives from contacting any person who has made an Acquisition Proposal or inquiry or proposal relating thereto solely for the purpose of seeking clarification of the terms and conditions thereof). Notwithstanding the foregoing, prior to the receipt of the Requisite Company Vote, in this Section 4.8 shall prohibit the event the Company receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, (x) furnish or cause to be furnished confidential or nonpublic information or data to, (y) participate in negotiations or discussions with and (z) afford access to its and their personnel, properties, books, records and assets to the person making the Acquisition Proposal (and such person’s Representatives) if and only if its Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith (after consultation with its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such action is necessary for the Board actions would be more likely than not to result in a violation of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect Law; provided, further, that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (including without limitation by way of any reinsurance transaction) of all or any significant portion of the assets of the Company or any Significant Subsidiary, or any other business combination (including without limitation the acquisition of an equity interest therein) involving the Company or any Significant Subsidiary, other than the transactions contemplated hereby.prior to

Acquisition Proposals. (a) The Company shall not, nor shall it authorize or knowingly permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company Subsidiary or any of its subsidiaries or their respective directors, officers or employees or any Representatives retained by it or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission making of any Acquisition Alternative Transaction Proposal (as defined) or (ii) other than with Parent, Merger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations connection with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the CompanyAlternative Transaction Proposal. Notwithstanding anything in the foregoing or any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any of the other entities or persons referred to above) after the date hereof of any Acquisition ProposalStockholder Approval, or any inquiry which could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant SubsidiaryCompany Subsidiary receives an Alternative Transaction Proposal, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or any purchase is reasonably likely to lead to, a Superior Proposal, and (including without limitation by way ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of any reinsurance transactionthe Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or any significant portion of required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not 49 prohibit the assets of Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or any Significant Subsidiaryexchange offer incorporating an Alternative Transaction Proposal; provided further, that a copy of all such information not previously provided to Parent (or any other business combination its Representatives) is provided to Parent as promptly as reasonably practicable (including without limitation but in no event later than twenty-four (24) hours) after such information has been provided to such Person (or its Representatives) and (y) participate in discussions or negotiations with the acquisition of an equity interest thereinPerson making such Alternative Transaction Proposal (and its Representatives) involving the Company or any Significant Subsidiary, other than the transactions contemplated herebyregarding such Alternative Transaction Proposal.