Common use of Affected Employees Clause in Contracts

Affected Employees. (a) Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” and the list shall be referred to as the “Retirement Services Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists prior to the Closing Date, but any additions to or deletions from the lists that are not made in the ordinary course shall be made with the consent of Buyer, such consent not to be unreasonably withheld. (b) Effective on the Closing Date, Buyer shall employ or shall cause the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of the Closing Date, the Buyer shall provide or cause the Acquired Companies to provide employment to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a) Prior With Customer's consent and cooperation, Vendor shall offer employment to the execution of this Agreement, Sellers have each Affected Employee at salary and benefits comparable to those provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct by Customer to such Affected Employee as of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” and the list shall be referred to as the “Retirement Services Employees List”)Effective Date. Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists prior to the Closing Date, but any additions to or deletions from the lists that are not made in the ordinary course shall be made with the consent of Buyer, such consent not to be unreasonably withheld.[*] (b) Effective on All costs and expenses incurred by Vendor in connection with the Closing Date, Buyer shall employ or shall cause the Acquired Companies offer to employ all and the employment of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systemsshall be the responsibility of Vendor; provided, Seller and Buyer agreehowever, consistent with Section 5.18(athat Customer shall pay Vendor [*] dollars ($[*]) on the Effective Date towards the costs of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty personnel replacement premiums (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees"Personnel Premium"), and Buyer will reimburse Sellers for all their out shall pay Vendor [*] ($[*]) on the Effective Date to be used by Vendor towards the costs of pocket costs related the Retention Bonuses to such continued employment be paid by Vendor under SECTION 5(c) (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement"Retention Bonus Payment"). (c) Effective Vendor represents and warrants that it shall pay [*]% of the target bonuses set forth in EXHIBIT F--BONUSES to all Affected Employees who [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. are still in Vendor's employment as of [*], and that it shall inform the Closing Affected Employees of its obligation under this Agreement to make such bonus payment no later than the Effective Date. If Vendor terminates any Affected Employee without cause prior to or on [*], Vendor shall pay the Buyer shall provide Affected Employee [*]% of the Affected Employee's target bonus at the time of the Affected Employee's termination. Vendor will not be obligated to pay any bonus to any Affected Employee who (1) voluntarily resigns from employment with Vendor prior to [*], (2) is dismissed by Vendor for misconduct (e.g., fraud, drug abuse, theft) or cause unsatisfactory performance in respect of his or her duties and responsibilities to Customer or Vendor, or (3) is unable to perform his or her duties due to his or her death or disability. Vendor may elect to pay such bonuses in the Acquired Companies to provide employment form of [*], if agreeable to the Affected Employees: (i) Employee in the same his or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s her sole discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a1) Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” and the list shall be referred to as the “Retirement Services Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists prior to the Closing Date, but any additions to or deletions from the lists that are not made in the ordinary course shall be made with the consent of Buyer, such consent not to be unreasonably withheld. (b) Effective on the Closing Date, Buyer shall employ or Purchaser shall cause the Acquired Domestic Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, effective as of the Closing Date and despite reasonably diligent effortseach person who is an employee (such employees, Buyer is not yet able to move other than the Excluded Domestic Employees, the "Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(aDomestic Employees") of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of the Closing Date, the Buyer shall provide or cause the Acquired Domestic Companies to provide employment to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer other than those employees set forth in Section 5.1(a) of the Seller Disclosure Schedule (the "Excluded Domestic Employees"), on terms comparable to those provided on the date hereof to such employee. Prior to the Closing, CIGNA or its subsidiaries shall provide transfer the Excluded Domestic Employees from, or otherwise cause the Excluded Domestic Employees to cease to be employed by, the Acquired Domestic Companies. (2) The Purchaser shall cause the Acquired International Companies to provide continue to employ effective as of the Closing or effective as of any Subsequent Closing on which the Acquired International Company was conveyed to the Purchaser, as the case may be, each person who is an employee (such employees, other than the Excluded International Employees, the "Affected Employees International Employees") of any of the Acquired International Companies as of the Closing or a Subsequent Closing, as the case may be, other than those employees set forth in Section 5.1(b) of the Seller Disclosure Schedule (the "Excluded International Employees" and, together with the opportunity Excluded Domestic Employees, the "Excluded Employees"), on terms comparable to participate in Buyer’s compensation and bonus plans those provided on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided date hereof to such similarly situated employeesemployee. Prior to the Closing or the Subsequent Closing, as the case may be, CIGNA or its subsidiaries shall transfer the Excluded International Employees from, or otherwise cause the Excluded International Employees to cease to be employed by, the Acquired International Companies conveyed to the Purchaser. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e3) Prior to the execution Closing, the Purchaser shall offer employment effective as of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to each of the Optional Retirement Services Employees, employees of CIGNA and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates subsidiaries (other than the Acquired Companies) after set forth on Section 5.1(c) of the Closing, and Buyer shall have no further obligation or liability with respect Seller Disclosure Schedule (the "Identified Additional Employees") on terms comparable to those provided on the date hereof to such person. (f) At any time prior employee. The Purchaser's offer of employment to each of the Identified Additional Employees shall be in writing, shall contain such terms as CIGNA may reasonably request and shall otherwise be subject to the Closing Dateapproval of CIGNA, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee which approval shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer The Sellers will provide such reasonable information as the Purchaser may provide request to confirm that each of the Identified Additional Employees has committed substantial amounts of his or her time to the Business in 1998. The parties hereto agree that the Purchaser shall have until the forty-fifth day following the date of this Agreement to identify any Retained Employee Identified Additional Employees who have not committed substantial amounts of his or her time to the Business in 1998 and the Sellers shall reasonably cooperate with the Purchaser in connection therewith. In the event that the Purchaser has identified to the reasonable satisfaction of the Sellers any Identified Additional Employees who have not committed substantial amounts of his or her time to the Business in 1998, then such employees shall be treated as Excluded Employees for all purposes of this Agreement unless the Purchaser subsequently designates any such employee as a retention bonusTransitional Service Employee. (4) Section 5.1(d) of the Seller Disclosure Schedule sets forth a list by department or function of the equivalent number of full-time employees in such department or in respect of such function providing services to the Business in 1998. No later than ninety days prior to the anticipated Closing Date, the Seller shall deliver a written list to the Purchaser specifying for each such department or function the name of each employee in such department or function that the Sellers propose that the Purchaser offer employment to as of the Closing (the "Potential Additional Employees"); provided, however, that the -------- ------- number of employees in each such department or function specified by the Sellers shall not exceed the equivalent number of full-time employees for such department or function specified in Section 5.1(d) of the Seller Disclosure Schedule. Within 30 days of the Purchaser's receipt of the list of Potential Additional Employees, the Purchaser shall deliver a written list to CIGNA setting forth those Potential Additional Employees it desires to offer employment to as of the Closing (the "Designated Additional Employees" and, together with the Affected Domestic Employees, the Affected International Employees and the Identified Additional Employees, the "Affected Employees") and those of the Potential Additional Employees the Purchaser desires that the Sellers continue to employ to provide services to the Acquired Companies conveyed to the Purchaser pursuant to the Transition Services Agreement (the "Transitional Services Employees"). Prior to the Closing, the Purchaser shall offer employment effective as of the Closing to each of the Designated Additional Employees on terms comparable to those provided on the date hereof to such employee. The Purchaser's offer of which employment to each of the Designated Additional Employees shall be determined solely by Buyerin writing, shall contain such terms as CIGNA may reasonably request and Buyer shall otherwise be subject to the approval of CIGNA, which approval shall not be unreasonably withheld. (5) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall be responsible for and liable for any and all obligations and liabilities in respect of the Affected Employees and the Transitional Services Employees arising under any Law (including the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act")) or arising under any employee severance plan or agreement of the Purchaser or its subsidiaries (including all of the Acquired Companies conveyed to the Purchaser). Moreover, notwithstanding anything to the contrary in this Agreement, the Purchaser shall indemnify and reimburse CIGNA for any obligations and liabilities incurred by CIGNA and its subsidiaries in respect of the Affected Employees and the Transitional Services Employees arising under (i) any Law or (ii) any employee severance plan or agreement of CIGNA or its subsidiaries; provided, however, that in the event -------- ------- that any such retention bonus payment. Retained employee severance plan or agreement has been amended to provide greater benefits than were provided at the date of this Agreement, then, in respect of clause (ii) only, the Purchaser shall only be liable for those obligations and liabilities arising under such employee severance plan or agreements as were in effect as of the date of this Agreement. (6) Notwithstanding anything to the contrary in this Agreement, each of CIGNA and the Purchaser shall be liable for 50% of all obligations and liabilities in respect of the Potential Additional Employees who do not constitute Designated Additional Employees or Transitional Services Employees (the "Remaining Employees"), arising under (i) any Law (including the WARN Act) or (ii) any employee severance plan or agreement of CIGNA or its subsidiaries; provided, however, that in the event that any such employee severance plan or -------- ------- agreement has been amended to provide greater benefits than were provided at the date of this Agreement, then, in respect of clause (ii) only, the Purchaser shall initially only be identified by Buyer on liable for 50% of the “Retained Employee List” to be provided to Seller within forty five (45) days after obligations and liabilities arising under such employee severance plan or agreements as were in effect as of the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and Purchaser shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from promptly reimburse CIGNA for any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII Purchaser's share of the Civil Rights Act of 1964, obligations and liabilities specified in the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employeeimmediately preceding sentence. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a) Prior Buyer shall offer to employ (effective as of the execution Closing) the employees (other than the Executives as defined in Section 4.7(d)) of this Agreement, Sellers have provided Buyer true, correct Fiberite Holdings and complete lists of each Person its subsidiaries who supports the Retirement Services Business or is exclusively or principally are actively employed in the conduct United States and who are either (i) employed exclusively in the Acquired Businesses or (ii) primarily work in the Acquired Businesses (together, the "Affected Employees"). Consistent with the foregoing, the Parties shall mutually agree between the date of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” this Agreement and the list Closing Date on appropriate mechanisms for the orderly transition from Fiberite to Buyer of Affected Employees who accept employment with Buyer. (b) Buyer shall be referred provide to as each Affected Employee who is not covered by a collective bargaining agreement, and who accepts Buyer's offer, a compensation and benefits package which is generally comparable in the “Retirement Services Employees List”). Prior aggregate to the execution of this Agreement, Sellers have compensation and benefits package provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists such Affected Employee immediately prior to the Closing Date, but which compensation and benefits package shall not be changed in any additions manner that would cause such package to or deletions from not be generally comparable at any time prior to January 1, 1998. Fiberite Holdings and its subsidiaries which employ Affected Employees shall give notice to each Affected Employee who is not covered by a collective bargaining agreement (in compliance with Section 3.3(ii) of the lists that are not made ICI Composites Severance Plan or, if applicable, its successor plan, the Fiberite, Inc. Severance Plan, as provided in the ordinary course draft thereof delivered to Buyer's counsel by Fiberite Holdings' counsel) that Fiberite Holdings and its subsidiaries intend to terminate his or her employment if he or she does not accept Buyer's offer. Buyer shall provide compensation and benefits, on terms and conditions to be determined by Buyer, to each Affected Employee who is covered by a collective bargaining agreement, and who accepts Buyer's offer. Subject to compliance with the foregoing provisions of this Section 4.7(b), Buyer reserves the right to establish, amend, modify or terminate any terms or conditions of employment for such Affected Employees. Nothing in this Section 4.7 shall be made with deemed (i) to require the consent employment of any Affected Employee to be continued for any particular period of time after the Closing Date, or (ii) to require Buyer to assume any collective bargaining agreement. (c) If any Affected Employee who is not covered by a collective bargaining agreement and who accepts Buyer's offer becomes a participant in any employee benefit or compensation plan of Buyer, such consent Affected Employee shall be given credit under such plan for all prior service with Fiberite Holdings and its subsidiaries, Affiliates and predecessors which is recognized by Fiberite Holdings or its subsidiaries, solely for purposes of determining eligibility and vesting (but not benefit accrual or any other purposes); provided, however, that such service need not be credited to the extent it would result in a duplication of benefits, including without limitation, benefit accrual service under defined benefit plans. Nothing in this Section 4.7(c) shall be unreasonably withheldconstrued to alter Buyer's obligations under Section 4.7(b) above. (bd) Effective Fiberite will make available (on a non-exclusive basis) the Closing Dateservices of Messrs. Ashton, Smith, Miller, XxXxxxx and Xxxxxx (the "Executives") to work for Buyer shall employ or shall cause in the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement Businesses for a period of up to sixty six (606) days months from and after the Closing Date. Under this arrangement Sellers at their salaries on the date hereof, including pro-rata target bonuses and benefits packages (without changing their domicile) which such expenses will continue to employ, pay and provide employee benefits to the Affected Employees, be allocated between Fiberite and Buyer will reimburse Sellers for on a pro rata basis. In addition, Fiberite shall cause the Executives to terminate their respective employment and severance agreements and to waive all of their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective respective rights thereunder as of the Closing Date. The provisions of Sections 4.7(a), the Buyer shall provide or cause the Acquired Companies to provide employment 4.7(b) and 4.7(c) do not apply to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employeesExecutives. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. WWI will offer employment, effective immediately following the Closing, to all active employees of Parent permanently assigned to WWI as identified on Schedule 7.1 (a) Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct a)(1). All employees of the Retirement Services Business (Companies on the Closing Date together with any employees shall be of Parent as identified on Schedule 7.1(a)(i) and who accept WWI's offer of employment are hereinafter referred to as "Affected Employees." WWI will pay severance to all Affected Employees (other than Affected Employees who are members of the “Retirement Services Employees” and Management Board of WWI as of the list shall be referred date hereof) who are terminated by WWI other than "for cause" during the one year period following the Closing in an amount not less than would have been payable to such employees under Parent's severance policies as the “Retirement Services Employees List”set forth in Schedule 7.1(a)(2). Prior Parent will pay all severance obligations of Parent or WWI (other than any severance obligations put in place by WWI after Closing) for the Affected Employees who are members of the Management Board of WWI as of the date hereof and who are terminated by WWI within six months of the Closing Date. If such Affected Employees who are members of the Management Board of WWI as of the date hereof are terminated by WWI after six months following the Closing, WWI's then existing severance policy covering such employees would be applicable. For 12 months after the Closing, WWI shall provide Affected Employees with the same base salary (but not including bonuses payable under Parent's incentive compensation plan or any stock options granted by Parent) received by them immediately prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business Closing. The term "Affected Employees" shall not include any employees or is exclusively or principally employed in the conduct former employees of the Investment Business Companies who (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists i) prior to the Closing Date, but any additions to Date have retired or deletions from the lists that are not made in the ordinary course shall be made with the consent of Buyer, such consent not to be unreasonably withheld. otherwise terminated employment without re-employment rights or (bii) Effective on the Closing Date, Buyer shall employ or shall cause the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of the Closing Date, the Buyer shall provide are on long-term disability or cause the Acquired Companies who are on short term disability unless they return to provide employment to the Affected Employees: work within six (i6) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as months of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a) Prior The Purchaser shall offer employment to all the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct Employees of the Retirement Services Company effective as of the Closing Date. The Business Employees who accept such employment (the employees shall "AFFECTED EMPLOYEES") will be referred to as employed by the “Retirement Services Employees” Purchaser with the same salaries and the list shall be referred to as the “Retirement Services wages under which such Affected Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally were employed in the conduct by one of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists Companies immediately prior to the Closing Date, but nothing herein contained shall be deemed to create an employment contract between the Purchaser and/or any additions of its affiliates and any such Affected Employee. In addition, effective the Closing Date, the Purchaser shall adopt the Companies' health and medical plan applicable to or deletions the Business (the "ASSUMED MEDICAL PLAN") and accordingly, from and after the lists that are not made Closing Date until otherwise determined by the senior management of the Purchaser and DAS, the Purchaser shall provide the Affected Employees with the health and welfare benefits provided under the Assumed Medical Plan. Notwithstanding anything contained in the ordinary course Agreement to the contrary, the Purchaser assumes no liability or responsibility for health and medical coverage (through COBRA or otherwise) of any Business Employee who is not an Affected Employee; such liability and responsibility being solely that of the Companies. However, the Purchaser will administer any claims made by such Business Employees. In its adoption of the Medical Plan, Purchaser shall be made provide for the waiver under its welfare benefit plans covering Affected Employees on and after the Closing Date of any conditions to coverage with the consent of Buyerrespect to pre-existing medical conditions. However, such consent not any other benefit plans and programs to be unreasonably withheld. (b) Effective instituted by the Purchaser, may differ from those currently provided by the Companies to the Affected Employees. Notwithstanding the foregoing, except for Lindx Xxxxxx xxx Kathxxxxx Xxxxxx xxx shall become employees of the Purchaser on the Closing Date, Buyer shall employ or shall cause the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers an offer of employment effective on by the Closing Date Purchaser to any of the Investment Employees on the Investment individual who was a Business Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyerand who is receiving sick-leave or short-term disability benefits under a Company sick-leave or short-term disability program or who is on an approved leave of absence as of the Closing, and if employed by Buyerwho is entitled to reinstatement under applicable Federal or state law (a "BUSINESS EMPLOYEE ON LEAVE"), they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according subject to the Uniformed Services Employment following conditions (except to the extent that such conditions are not applicable to the reason for such person's absence): (i) that such individual is released by his or her physician to return to active employment; (ii) that such individual actually returns to active employment immediately upon such release; and Reemployment Rights Act of 1994. If any Affected Employee becomes (iii) such release is prior to such individual's becoming eligible to receive for long-term disability benefits under the Seller’s a Company long-term disability program; provided, such benefits shall be paid pursuant to however, that the terms of the Seller’s long-term disability program and Buyer Purchaser shall have no obligation to employ offer any such employee at that time or at any future timeindividual employment after six months following the Closing. Any such Inactive A Business Employee that Buyer employs pursuant on Leave shall, subject to the preceding provision shall be an Affected Employee from foregoing and after the date as otherwise provided in respect of hire. IfLindx Xxxxxx xxx Kathxxxxx Xxxxxx, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of the Closing Date, the Buyer shall provide or cause the Acquired Companies to provide employment to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain xxcome an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer Purchaser on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreementhe or she begins active employment with Purchaser. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication participation of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an each Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.Company employee

Affected Employees. (a) Prior The Purchaser shall offer employment to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct all employees of the Retirement Services Business Company effective as of the Closing Date. Such personnel who accept such employment (the employees shall "Affected Employees") will be referred to as employed by the “Retirement Services Employees” Purchaser with the same salaries and wages under which such Affected Employees were employed by the list shall be referred to as the “Retirement Services Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists Company immediately prior to the Closing Date, but any additions to or deletions from the lists that are not made Date (other than as may be provided in the ordinary course shall be made with the consent of Buyer, such consent not Employment Agreements referred to be unreasonably withheld. (b) Effective on the Closing Date, Buyer shall employ or shall cause the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below4.1 above). In addition, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date, the Purchaser shall use its best efforts to provide Affected Employees with the substantially similar health and welfare benefits and 401(k) plan as provided by HMG to its employees generally. Under this arrangement Sellers will continue With respect to employany welfare benefits plans (within the meaning of Section 3(1) of ERISA, pay and provide employee benefits to maintained by the Affected Employees, and Buyer will reimburse Sellers for all their out Purchaser or another subsidiary of pocket costs related to such continued employment (including any additional costs Sellers incur because any HMG in which an Affected Employee earns credit for an additional year of service under Seller’s pension and may participate on or 401(k) plans during the term of such leasing arrangement). (c) Effective as of after the Closing Date, the Buyer Purchaser shall provide or cause the Acquired Companies use its best efforts to provide employment to the Affected Employees: (i) permit those Affected Employees who are eligible as of the Closing Date to participate in the same or comparable positionsCompany's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser; (ii) in the same locations; to waive any pre-existing condition limitations and (iii) at to give effect in determining deductible and maximum out-of-pocket limitations to claims incurred and amounts paid by and amounts reimbursed to, such employees with respect to similar plans maintained by the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately Company prior to the Closing Date. Effective as Employees of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated Company that become employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees Purchaser shall be referred subject to as all rules, regulations, requirements and policies applicable to all new hires of the “Optional Retirement Services Employees”). Buyer shall have the rightPurchaser, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyerthe same as currently provided for employees of HMG, and Buyer any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable, which shall be responsible the same as currently provided for and liable for any such retention bonus paymentemployees of HMG. Retained Employees In addition, the Purchaser shall initially be identified by Buyer on recognize the “Retained service credited to the Affected Employee List” to be provided to Seller within forty five (45) days after the date as of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers the Company in determining seniority and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Datevacation eligibility. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a) Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” and the list shall be referred to as the “Retirement Services Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists prior to the Closing Date, but any additions to or deletions from the lists that are not made in the ordinary course shall be made with the consent of Buyer, such consent not to be unreasonably withheld. (b) Effective on the Closing Date, Buyer shall employ or shall cause the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of On the Closing Date, the Buyer Purchaser shall provide or cause the Acquired Companies to provide offer employment to the Affected Employees: (i) in all of the same or comparable positions; employees of the Seller who have any material responsibility for the conduct of the Commercial Services Business (other than the ERT Business) located at Corporate Headquarters who are listed on Section 9.3.1(a)(i) of the Seller Disclosure Letter (the “Designated Administrative Employees”) and (ii) in all of the employees of the Seller who perform sales functions for the Commercial Services Business (other than the ERT Business), who are listed on Section 9.3.1(a)(ii) of the Seller Disclosure Letter (the “Non-ERT Sales Employees”) . Such Non-ERT Sales Employees and Designated Administrative Employees who accept such offers of employment (collectively, the “Affected Employees”) will be, for at least twelve (12) months following the Closing Date, employed by the Purchaser with substantially the same locations; (iii) at the same per annum base salaries or better base salary rate, all as were provided to hourly rates of pay under which such Affected Employees were employed by Sellers or the Acquired Companies Seller immediately prior to the Closing Date. Effective as of Notwithstanding the Closingforegoing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees nothing contained herein shall be referred deemed to as create an employment contract between the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or Purchaser and/or any of its Affiliates and any such Affected Employee or otherwise restrict the Purchaser’s and/or any of their Affiliates, for ’ ability to alter the terms and conditions of employment as it relates to any such Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing DateEmployee. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) The Affected Employees shall be eligible subject to participate in Buyer’s Severance Plans from all rules, regulations, requirements and after the Closing Date on the same basis as similarly situated employees policies applicable to all new hires of the BuyerPurchaser (except as otherwise provided in this Section 9.3.1), and Buyer shall treat service any Affected Employee who may be subsequently terminated will be entitled to severance benefits in accordance with Sellers and the Acquired Companies Purchaser’s policy as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes then applicable, except to the schedule of severance pay under its Severance Plans shall apply equally to extent that written agreements with such Affected Employees and similarly situated Buyer employees. (1) that are assumed by the Purchaser or subsequently entered into provide otherwise. Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies Affected Employees shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses employees at will (including unless a written employment agreement to the enforcement of their rights under this paragraph) associated contrary has been entered into with the employment or termination of the employment of an such Affected Employee or expressly assumed by the Purchaser) and nothing express or implied in respect this Agreement will obligate the Purchaser or any Affiliate to provide continued employment to any such Affected Employee for any specific period of any period on or time following the Closing Date. As set forth in Section 1.2 hereof, including neither the Purchaser nor any claim by an Affected Employee which arises under federal, state Affiliate is assuming any Seller Equity Plan or local statute (including, without limitation, Title VII any other Plans of the Civil Rights Act of 1964, Seller. The Purchaser shall have the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any right to adopt such benefit plans and provide such employee benefits as are determined from time to time by the Purchaser. For notices and payments related to events occurring on or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything prior to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including the Seller and its ERISA Affiliates shall be responsible for any claim by notices required to be given to employees of the Seller pursuant to the Workers Adjustment and Retraining Notification Act, Health Insurance Portability and Accountability Act, Section 4980B of the Code and/or Section 402(f) of the Code, and for any payments or benefits required pursuant to such laws or on account of violations of any requirements of such laws. Nothing contained in this Agreement shall entitle an Affected Employee which arises to participate or become enrolled in any employee benefit plan maintained or sponsored by the Purchaser or any other Publicis Groupe Company. For the avoidance of doubt, the Purchaser shall have no liability with respect to any Retained Employee. The Seller shall retain all liability for all Retained Employees, including but not limited to any liability relating to employment, labor, wages and hours, withholding, social security, termination, notice upon termination, worker classification, discrimination, retaliation, immigration, payroll, bonus payments, commission payments, vacation, sick leave, workers’ compensation, unemployment benefits, severance benefits, stock option, equity-based or profit-sharing plans, COBRA, health care plans, post-retirement benefits or any liability under federalany applicable law or other employee plan, state program or local statute arrangement maintained or contributed to by Seller or such Retained Employee, whether such liability is incurred prior to, on, or after the Closing Date. (includingb) If the Triggering Event occurs, without limitation(i) the Purchaser shall also offer, Title VII on the Closing Date, employment to (x) all of the Civil Rights Act employees of 1964the Seller who have any material responsibility for the conduct of the ERT Business located at Corporate Headquarters, each of whom are listed on Section 9.3.1(b)(i)(x) of the Seller Disclosure Letter (the “ERT Administrative Employees”) and (y) all of the employees of the Seller who perform sales functions for the ERT Business, each of whom are listed on Section 9.3.1(b)(i)(y) of the Seller Disclosure Letter (the “ERT Sales Employees” and together with the ERT Administrative Employees, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment“ERT Employees”), regulation or ordinance, under the common law or in equity and (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and ii) such Affected Employee. Seller ERT Employees shall be liable included as Affected Employees for any payments under any purposes of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sectionsthis Agreement.

Affected Employees. (a) Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” and the list shall be referred to as the “Retirement Services Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists prior to the Closing Date, but any additions to or deletions from the lists that are not made in the ordinary course shall be made with the consent of Buyer, such consent not to be unreasonably withheld. (b) Effective on the Closing Date, Buyer shall employ offer employment, as a "successor employer" (as such term is used or shall cause defined in the Acquired Companies Employee Benefit Plans/Agreements), to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Facility Employees who are thereafter employed by active employees of the Buyer, and those Investment Employees and Optional Retirement Services Business immediately prior to the Effective Time. The Facility Employees who accept offers of Buyer's employment with the Buyer shall be offer are hereinafter referred to as “"Affected Employees.” Any " Buyer shall provide the Affected Employee who is on Employees with coverage under a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation "group health plan" (hereinafter “Inactive Employees”as defined in Section 4980B(g)(2) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according any medical plan applicable to the Uniformed Services Employment and Reemployment Rights Act Affected Employees from incurring a loss of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms coverage by reason of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as sale of the Closing Date and despite reasonably diligent efforts, Business. Buyer is not yet able agrees to move cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its payroll and/or employee Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit administration systems, Seller accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to coinsurance payments accrued by the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of the Closing Date, the Buyer shall provide or cause the Acquired Companies to provide employment to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing DateDate and, except to the extent any Affected Employee is subject to any preexisting condition limitation under any Company Employee Plan/Agreement, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective as of upon the Closing, Buyer shall provide or to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) months following the Closing Date. Buyer shall cause the Acquired Companies not be under an obligation to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain coverage under an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and stock ownership plan unless Buyer shall have no further obligation or liability with respect to currently maintains such persona plan. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a) Prior to the execution For purposes of this Agreement, Sellers have provided Buyer truethe term “Affected Employees” shall refer to all persons actively employed by the Subsidiaries as of the Closing Date and employees who are not actively at work due to being on short-term disability as of the Closing Date (the “STD Employees”) or other approved leave of absence, correct each of whom shall continue to be employed by the applicable Subsidiary immediately following the Closing. Listed in Schedule 5.2 are the names, base salary and complete lists job title of each Person individual who supports would be an Affected Employee if the Retirement Services Business or is exclusively or principally employed in Closing Date was the conduct of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” and the date hereof, which list shall be referred updated by Sellers periodically prior to the Closing. Affected Employees shall not include persons who are not actively employed due to being on approved long-term disability leave as of the Closing Date (the “Retirement Services Employees ListLTD Former Employees”). Prior to the execution Closing, Sellers shall assume and be solely responsible for all liabilities with respect to the LTD Former Employees (whether arising or attributable to the period prior to, on or after the Closing) and including, without limitation, any liabilities under any Employee Plan or related to such transfer of employment. Buyer shall not be responsible for the employment of any LTD Former Employee. Except to the extent otherwise specifically set forth in this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists prior to the Closing Date, but any additions to or deletions from the lists that are not made in the ordinary course shall be made with the consent of Buyer, such consent not to be unreasonably withheld. (b) Effective on the Closing Date, Buyer shall employ or shall cause the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee assume at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of the Closing Date, the Buyer shall provide or cause the Acquired Companies to provide employment to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability be solely responsible for, all liabilities with respect to such person. (f) At any time Affected Employees arising or attributable to the period prior to or on the Closing Date, Closing. Nothing in this Agreement shall require Buyer may designate to retain any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable Affected Employees for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date period of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period time on or following the Closing Dateand, including subject to requirements of applicable Laws, Buyer reserves the right, at any claim by an Affected Employee which arises under federaltime following the Closing, state to terminate such employment and to amend, modify or local statute (terminate any term and condition of employment including, without limitation, Title VII of any employee benefit plan, program, policy, practice or arrangement or the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and compensation or working conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected EmployeeEmployees. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a) Prior Buyer shall offer to employ (effective as of the Closing Date) all employees (other than the Executives as defined in Section 4.7(d) hereof) of Fiberite Holdings and its subsidiaries (the "Affected Employees"). Consistent with the foregoing, the Parties shall mutually agree between the date of this Agreement and the Closing Date on appropriate mechanisms for the orderly transition from Fiberite to Buyer of Affected Employees who accept employment with Buyer. (b) Buyer shall provide to each Affected Employee who is not covered by a collective bargaining agreement, and who accepts Buyer's offer, a compensation and benefits package which is generally comparable in the aggregate to the execution of this Agreement, Sellers have compensation and benefits package provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct of the Retirement Services Business (the employees shall be referred to as the “Retirement Services Employees” and the list shall be referred to as the “Retirement Services Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Employees”. Sellers shall provide Buyers with updated versions of these lists such Affected Employee immediately prior to the Closing Date, but which compensation and benefits package shall not be changed in any additions manner that would cause such package to or deletions from not be generally comparable at any time prior to January 1, 1998. Fiberite Holdings and its subsidiaries which employ Affected Employees shall give notice to each Affected Employee who is not covered by a collective bargaining agreement (in compliance with Section 3.3(ii) of the lists that are not made ICI Composites Severance Plan or, if applicable, its successor plan, the Fiberite, Inc. Severance Plan, as provided in the ordinary course draft thereof delivered to Buyer's counsel by Fiberite Holdings' counsel) that Fiberite Holdings and its subsidiaries intend to terminate his or her employment if he or she does not accept Buyer's offer (the form of which notice shall be made provided by Buyer to Fiberite Holdings). Buyer shall provide compensation and benefits, on terms and conditions to be determined by Buyer, to each Affected Employee who is covered by a collective bargaining agreement, and who accepts Buyer's offer. Subject to compliance with the consent foregoing provisions of this Section 4.7(b), Buyer reserves the right to establish, amend, modify or terminate any terms or conditions of employment for such Affected Employees. Nothing in this Section 4.7 shall be deemed (i) to require the employment of any Affected Employee to be continued for any particular period of time after the Closing Date, or (ii) to require Buyer to assume any collective bargaining agreement. (c) If any Affected Employee who is not covered by a collective bargaining agreement and who accepts Buyer's offer becomes a participant in any employee benefit or compensation plan of Buyer, such consent Affected Employee shall be given credit under such plan for all prior service with Fiberite Holdings and its subsidiaries, Affiliates and predecessors which is recognized by Fiberite Holdings or its subsidiaries, solely for purposes of determining eligibility and vesting (but not benefit accrual or any other purposes); provided, however, that such service need not be credited to the extent it would result in a duplication of benefits, including without limitation, benefit accrual service under defined benefit plans. Nothing in this Section 4.7(c) shall be unreasonably withheldconstrued to alter Buyer's obligations under Section 4.7(b) above. (bd) Effective Fiberite will make available (on an exclusive basis, but subject to the Closing Datetransactions contemplated by the Transition Services Agreement) the services of Messrs. Ashton, Smith, Miller, XxXxxxx and Xxxxxx (collectively, the "Executives") to work for Buyer shall employ or shall cause in the Acquired Companies to employ all of the Retirement Services Employees, except those Inactive Employees on the Closing Date as described below, and those Optional Retirement Services Employees described in Section 5.5(e) below, who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks of the Closing Date shall have employment rights, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement Businesses for a period of up to sixty six (606) days months from the closing of the Stock Purchase Agreement at their salaries on the date hereof, including pro-rata target bonuses and after the Closing Date. Under this arrangement Sellers benefits packages (without changing their domicile) which such expenses will continue to employ, pay and provide employee benefits to the Affected Employees, be allocated between Fiberite and Buyer will reimburse Sellers for on a pro rata basis. In addition, Fiberite shall cause the Executives to terminate their respective employment and severance agreements and to waive all of their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective respective rights thereunder as of the Closing Date. The provisions of Sections 4.7(a), the Buyer shall provide or cause the Acquired Companies to provide employment 4.7(b) and 4.7(c) hereof do not apply to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employeesExecutives. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the Buyer, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plans. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period on or following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining to such sections.

Affected Employees. (a) Prior The Purchaser shall offer employment to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Retirement Services Business or is exclusively or principally employed in the conduct employees of the Retirement Services Business Company set forth on Schedule 7.1.1 effective as of the Closing Date. Such personnel who accept such employment (the employees shall be referred to as the “Retirement Services Employees” and the list shall be referred to as the “Retirement Services Employees List”). Prior to the execution of this Agreement, Sellers have provided Buyer true, correct and complete lists of each Person who supports the Investment Business or is exclusively or principally employed in the conduct of the Investment Business (the employees shall be referred to as the “Investment Employees” and the list shall be referred to as the “Investment Employees List”). The Retirement Services Employees and the Investment Employees shall be referred to herein collectively as the “Business Affected Employees”. Sellers shall provide Buyers ) will be employed by the Purchaser with updated versions the same per annum salaries, or hourly rates of these lists pay under which such Affected Employees were employed by the Company immediately prior to the Closing Date, but any additions to or deletions from the lists that are not made in the ordinary course nothing herein contained shall be made with deemed to create an employment contract between the consent Purchaser and/or any of Buyer, its Affiliates and any such consent not to be unreasonably withheld. (b) Effective on the Closing Date, Buyer shall employ or shall cause the Acquired Companies to employ all Affected Employee. If any employee of the Retirement Services EmployeesCompany shall be deemed to have been terminated solely by reason of the consummation of this Agreement, all liability for severance benefits or damages, if any, shall be borne by the Company. Employees of the Company that become employees of the Purchaser shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (except those Inactive Employees on the Closing Date as described belowotherwise provided in this Section 7.1.1), and those Optional Retirement Services Employees described in Section 5.5(e) below, any such employees who do not receive or accept offers from Buyer. Except as provided in Section 5.5(d) below with respect may be subsequently terminated will be entitled to anyone on the Excluded Investment Employee List, Buyer may make offers of employment effective on the Closing Date to any of the Investment Employees on the Investment Employee List. Those Retirement Services Employees who are thereafter employed by the Buyer, and those Investment Employees and Optional Retirement Services Employees who accept offers of employment with the Buyer shall be referred to as “Affected Employees.” Any Affected Employee who is on a leave of absence on the Closing Date because of short-term disability, family medical leave, military leave, or workers’ compensation (hereinafter “Inactive Employees”) shall remain employed by one of Sellers or an Affiliate of Sellers and shall continue to receive compensation and severance benefits in accordance with the Plans and policies of Sellers. Any Inactive Employee returning from short-term disability, family medical, or workers’ compensation leave of absence within 12 weeks policy of the Closing Date shall have employment rightsPurchaser as then applicable, if any, with Buyer, and if employed by Buyer, they shall be covered under the terms of Section 5.5 of this Agreement. Inactive Employees returning from military leave after the Closing Date shall have employment rights, if any, with Buyer, according to the Uniformed Services Employment and Reemployment Rights Act of 1994. If any Affected Employee becomes eligible to receive long-term disability benefits under the Seller’s long-term disability program, such benefits shall be paid pursuant to the terms of the Seller’s long-term disability program and Buyer shall have no obligation to employ such employee at that time or at any future time. Any such Inactive Employee that Buyer employs pursuant to the preceding provision shall be an Affected Employee from and after the date of hire. If, as of the Closing Date and despite reasonably diligent efforts, Buyer is not yet able to move the Affected Employees to its payroll and/or employee benefit administration systems, Seller and Buyer agree, consistent with Section 5.18(a) of this Agreement, to enter into an employee leasing arrangement for a period of up to sixty (60) days from and after the Closing Date. Under this arrangement Sellers will continue to employ, pay and provide employee benefits to the Affected Employees, and Buyer will reimburse Sellers for all their out of pocket costs related to such continued employment (including any additional costs Sellers incur because any Affected Employee earns credit for an additional year of service under Seller’s pension and or 401(k) plans during the term of such leasing arrangement). (c) Effective as of the Closing Date, the Buyer shall provide or cause the Acquired Companies to provide employment to the Affected Employees: (i) in the same or comparable positions; (ii) in the same locations; (iii) at the same or better base salary rate, all as were provided to such Affected Employees by Sellers or the Acquired Companies immediately prior to the Closing Date. Effective as of the Closing, Buyer shall provide or shall cause the Acquired Companies to provide the Affected Employees with the opportunity to participate in Buyer’s compensation and bonus plans on the same terms as those provided to similarly situated employees of Buyer and with the same employee benefits as provided to such similarly situated employees. (d) Seller has heretofore provided Buyer a list of Retirement Services Employees who shall not be employed by Buyer (the “Excluded Retirement Services Employees List”). Seller may amend the Excluded Retirement Services Employees List prior to the Closing Date with the consent of Buyer, such consent not to be unreasonably withheld. No later than ten (10) days after the date of this Agreement, Seller shall provide Buyer a list of Investment Employees who shall not be employed by Buyer (the “Excluded Investment Employees List”). Buyer may request that any Investment Employee be removed from the Excluded Investment Employees List, and Seller may grant or deny Buyer’s request at Seller’s discretion. (e) Prior to the execution of this Agreement, Seller has provided to Buyer a list of Retirement Services Employees whom Seller intends to retain after Closing (these employees shall be referred to as the “Optional Retirement Services Employees”). Buyer shall have the right, but not the obligation, to make employment offers, effective on the Closing Date, to the Optional Retirement Services Employees, and will employ only those Optional Retirement Services Employees who accept employment offers from Buyer. Any Optional Retirement Services Employee (i) who does not receive an offer of employment from Buyer, or (ii) who receives and rejects an offer of employment from Buyer, shall remain an employee of Seller or its Affiliates (other than the Acquired Companies) after the Closing, and Buyer shall have no further obligation or liability with respect to such person. (f) At any time prior to the Closing Date, Buyer may designate any Investment Advisory Services Employee (as that term is defined in the Transition Services Agreement) (other than an Excluded Investment Employee) as a “Retained Employee.” Any Investment Advisory Services Employee designated as a Retained Employee shall not be offered employment by Buyer, but Seller shall not terminate the employment of such Retained Employee without Buyer’s written consent prior to ninety (90) days after the Closing Date, such consent not to be unreasonably withheld. Buyer may provide any Retained Employee with a retention bonus, the terms of which shall be determined solely by Buyer, and Buyer shall be responsible for and liable for any such retention bonus payment. Retained Employees shall initially be identified by Buyer on the “Retained Employee List” to be provided to Seller within forty five (45) days after the date of this Agreement. The Retained Employee List shall be updated periodically prior to the Closing Date to reflect additional Retained Employees as identified by Buyer. (g) Except except to the extent necessary to avoid the duplication of benefits, Buyer shall give, or cause the Acquired Companies to give, the Affected Employees full credit, for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Buyer or any of its Affiliates, for the Affected Employees’ service that written agreements with Sellers and their Affiliates to the same extent recognized by Sellers and their Affiliates immediately prior to the Closing Date. Buyer shall, or shall cause the Acquired Companies to waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after that are assumed by the Closing Date. (h) Affected Employees shall be eligible to participate in Buyer’s Severance Plans from and after the Closing Date on the same basis as similarly situated employees of the BuyerPurchaser or subsequently entered into, and Buyer shall treat service with Sellers and the Acquired Companies as service with Buyer for purposes of administering Buyer’s Severance Plansprovide otherwise. Any changes Buyer makes to the schedule of severance pay under its Severance Plans shall apply equally to Affected Employees and similarly situated Buyer employees. (1) Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Acquired Companies Affected Employees shall be jointly and severally liable for and shall indemnify and hold Sellers, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses employees at will (including unless a written employment agreement to the enforcement of their rights under this paragraph) associated contrary has been entered into with the employment or termination of the employment of an such Affected Employee or expressly assumed by the Purchaser) and nothing express or implied in respect this Agreement will obligate the Purchaser to provide continued employment to any such Affected Employee for any specific period of any period on or time following the Closing Date, including any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII . The Purchaser will be the sole judge of the Civil Rights Act number, identity and qualifications of 1964employees necessary for the conduct of its business operations and reserves the right to take any personnel action it deems necessary or desirable with respect to Affected Employees. For notices, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA benefits and all other statutes regulating the terms and conditions of employment), regulation payments related to events occurring on or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between a Buyer or Affiliate thereof and such Affected Employee. (2) Notwithstanding anything prior to the contrary contained in this Agreement, CIGNA and Sellers shall be jointly and severally liable for and shall indemnify and hold Buyer, the Acquired Companies, their officers, directors, employees, advisers, agents, representatives and Affiliates harmless from any and all Liabilities, damages, losses, claims, judgments, settlements, costs and expenses (including the enforcement of their rights under this paragraph) associated with the employment or termination of the employment of an Affected Employee in respect of any period preceding the Closing Date, including the Company and its ERISA Affiliates shall be responsible for any claim by an Affected Employee which arises under federal, state or local statute (including, without limitation, Title VII notices required to be given to employees of the Civil Rights Act of 1964, Company pursuant to the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Worker Adjustment and Retraining Notification Act, Health Insurance Portability and Accountability Act, Section 4980B of the Americans with Disabilities Act Code and/or Section 402(f) of 1990the Code, ERISA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between the Sellers or an Affiliates thereof and such Affected Employee. Seller shall be liable for any payments under any of its Plans or Employment Agreements that would not be deductible under Code sections 162(m) or 280G or the Treasury Regulations pertaining benefits required pursuant to such sectionslaws or on account of violation of any requirement of such laws.