Common use of Continuing Employees Clause in Contracts

Continuing Employees. (a) Effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as except for those eligible for severance benefits under the SASR Executive Severance Plan or pursuant to any individual agreement with SASR or any of its Subsidiaries, who experience an involuntary termination of employment without cause, or other qualifying termination, shall receive severance benefits equal to the Closing, each Subsidiary shall cease benefits set forth in SASR Disclosure Schedule 6.6(b).With respect to be a participating employer in the Company any AUB Benefit Plans (other than Company Benefit Plans in which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, any Continuing Employees first become eligible to participate on or after the Closing Date, AUB or the Subsidiaries shall have no obligations or liabilities toSurviving Corporation shall: (i) use commercially reasonable efforts to waive all preexisting conditions, under or exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their eligible dependents under any Company Benefit Plan, other than the Subsidiary such AUB Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate except to the employee benefits maintained from time to time by extent such pre-existing conditions, exclusions or waiting periods would apply under the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, analogous SASR Benefit Plan immediately prior to the Closing Date, was (ii) use commercially reasonable efforts to provide each such Continuing Employee and his or her eligible dependents with credit for coverage any co-payments and deductibles paid prior to the Closing Date (or, if later, prior to the time such employee commenced participation in such AUB Benefit Plan) under a Company such AUB Benefit Plan which (to the same extent that such credit was given under the analogous SASR Benefit Plan) in satisfying any applicable deductible or out-of-pocket requirements under any such AUB Benefit Plans, and (iii) recognize service of such employees with SASR and its respective Subsidiaries, for all purposes to the same extent that such service was taken into account under the analogous SASR Benefit Plan prior to the Closing Date; provided that the foregoing service recognition shall not apply to the extent it would result in duplication of benefits for the same period of services, for purposes of benefit accrual under any AUB Benefit Plan that is a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the for purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company AUB Benefit Plan ("Prior Service"). In additionthat provides retiree welfare benefits, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction vesting of any waiting periods, evidence of insurability requirementsequity-based compensation (other than Assumed RSU Awards and Assumed PSU Awards), or the application of to any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company AUB Benefit Plan during the same period for purposes of applying deductiblesthat is a frozen plan, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur either with respect to any Business Employee whose annuity starting date occurs prior to the effective date level of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letterbenefits or participation, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summaryprovides grandfathered benefits. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as For a period of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after one year following the Closing Date, or, if shorter, for the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any duration of the Subsidiaries who continues his or her applicable individual’s employment with (the Subsidiaries or the Purchaser after “Protected Period”), Buyer shall provide each Employee employed by a Transferred Company immediately prior to the Closing Date (the "Business Employees"each, a “Continuing Employee”) employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable with base compensation for such period at a rate not less than such Continuing Employee’s base compensation as in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, effect immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, . (iib) Seller shall cause the Purchaser shall employment of each Employee who is not be required to provide any benefit to any Business Employee actively employed as of immediately prior to the extent Closing Date (including, but not limited to, due to a leave of absence, short-term or long-term disability or otherwise) (any such Employee, a “Leave Employee”) to be transferred to Seller or any of its Affiliates (other than the provision of such benefit would result in the duplication of benefits and (iiiTransferred Companies) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser Seller shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of Leave Employee who returns to active employment within 12 months following the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention PlanClosing Date to be transferred to a Transferred Company designated by Buyer. (c) During the Protected Period, Buyer shall, or shall cause an Affiliate of Buyer (including the Transferred Companies) to, provide each Continuing Employee with employee benefits (other than defined benefit pension, retiree medical and equity-related benefits), including target annual cash incentive compensation opportunities, that are no less favorable in the aggregate than the employee benefits (other than defined benefit pension, retiree medical and equity-related benefits) made available by Buyer to similarly situated employees of Buyer and its Affiliates. (d) Effective as of the Closing Date, each Continuing Employee shall commence participation in the Purchaser shall establish or designate a defined contribution plan maintained by “employee benefit plans” (within the Purchaser meaning of Section 3(3) of ERISA), programs and arrangements of Buyer or its affiliates Affiliates (including group health) in whichwhich he or she is eligible to participate and for which he or she satisfies the applicable eligibility requirements for participation therein (after giving effect to pre-Closing service credit in accordance with Section 5.3(e))(collectively, subject “Buyer Benefit Plans”). Buyer shall waive, or cause to the terms be waived, any pre-existing condition limitations, exclusions, actively at work requirements and conditions of such waiting periods under any Buyer Benefit Plan (other than with respect to any short-term disability plan) that is a welfare benefit plan in which Continuing Employees (taking into account the provisions of this Section 5.10), Business Employees shall and their eligible dependents) will be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objectiveBuyer shall recognize and credit, or cause to be recognized and credited, the Purchaser dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) under Benefit Plans providing group health benefits during the Companies agree thatplan year in which the Closing Date occurs for purposes of satisfying such year’s deductible and out-of-pocket maximums under the relevant Buyer Benefit Plans providing group health benefits in which they will be eligible to participate from and after the Closing Date. (e) Except as otherwise set forth in this Section 5.3, for the Extended Coverage Period purposes of eligibility and vesting under any Buyer Benefit Plans and for purposes of benefit accrual and determining benefits under any Buyer Benefit Plan providing for severance and paid time-off, Buyer shall give each Continuing Employee credit for such Continuing Employee’s service with Seller and its Affiliates (as well as service with any predecessor employer) to the same extent recognized by Seller or its Affiliates immediately prior to the Closing Date under a similar Benefit Plan, except to the extent that such credit would result in duplication of benefits. (f) To the extent allowable by Applicable Law, Buyer shall take any and all necessary action to cause the trustee of a tax-qualified defined belowcontribution plan of Buyer or one of its Affiliates, if requested to do so by a Continuing Employee, to accept a direct “rollover” of all of such Continuing Employee’s distribution from Seller’s tax qualified defined contribution plan (including plan loans). (g) From and after the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer (including the Transferred Companies) to satisfy all Pre-Closing Payroll Obligations. The Pre-Closing Payroll Obligations in respect of any unpaid 2016 or 2017 annual, monthly and quarterly bonuses and commissions shall be determined using the applicable methodology set forth on Section 5.3(g) of the Disclosure Schedule. From and after the Closing Date, Buyer and its Affiliates (including the Transferred Companies) shall establish an annual, monthly and quarterly bonus and commission opportunity for the Continuing Employees for the remainder of such performance period using the applicable methodology set forth on Section 5.3(g) of the Disclosure Schedule. (h) With respect to each Continuing Employee (including any beneficiary or the dependent thereof), Seller shall retain all liabilities and obligations for any medical, dental, health, accident, life or disability claim to the Business Employees extent that such liability or obligation relates to claims incurred (whether or not reported or paid) prior to the Closing Date and Buyer and its Affiliates shall be entitled to continue coverage under liable for any such claim incurred on or following the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage PeriodClosing Date. For purposes of this Agreement, the "Extended Coverage Period" Section 5.3(h) a claim shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall deemed to be no later than the first day of the coverage period following the first normal open enrollment period incurred when, with respect to medical, dental, health-related, accident and disability (including workmen’s compensation) benefits, the Purchaser's group medical and dental plans which begins on medical, dental, health-related, accident or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations disability services giving rise to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries claim are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofperformed.

Continuing Employees. (a) Effective as of the Closing, each Subsidiary All Continuing Employees shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of Seller and its Affiliates as of the Subsidiaries (the "Subsidiary Benefit Plans")) time immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after the Closing their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Subsidiaries Seller shall have no obligations retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or liabilities towages and benefits and all other claims, under costs, expenses and Liabilities related to or with respect arising out of Seller’s employment decisions or practices relating to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (its employment or cause to be provided) to each employee of any termination of the Subsidiaries who continues Continuing Employees prior to their Employment Date. Subject to Section 6.3.13, nothing in this Agreement shall limit the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Employment Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual with or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligationscause; provided, however, that the Companies Buyers and their Affiliates shall pay and perform all obligations not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to such persons under Sections 4 and 5 any obligation or Liability on behalf of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser Seller or any of its Affiliates under the Subsidiaries are assuming WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such provisions; provided, further, that termination or action by the Purchaser Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of Continuing Employees arising under any Grossemployment, confidentiality or non-Up Payments (as disclosure agreement, or non-competition agreement between any such term is defined in the Retention Plan). The Companies Continuing Employee and the Purchaser shall allocate Seller to the "base amount" extent that any breach of parachute payments made such Continuing Employee’s employment, confidentiality or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations non-competition agreement is with respect to the Retention Plan and information or matters relating to the Deferred Compensation Obligations set forth in Business or the immediately preceding sentenceAssets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, nothing in this Section 5.10(efor a period of two (2) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after years following the Closing Date Date, any Continuing Employee designated by a Buyer in accordance with writing to the terms thereofSeller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individual.

Continuing Employees. (ai) Effective At Closing, all employees of Pathlore who continue as employees of SumTotal or a Subsidiary of SumTotal at the effective time of the First Merger will be provided with employee benefits by the Surviving Entity or SumTotal which in the aggregate are comparable to those provided from time-to-time by SumTotal to its similarly situated employees in similar geographic regions; provided, that SumTotal may continue one or more Pathlore benefit plans following the Closing, each Subsidiary shall cease which will be deemed comparable to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely similar plan of SumTotal for the benefit purposes of employees this provision. For purposes of the Subsidiaries (the "Subsidiary Benefit Plans")) andeligibility and vesting, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of Pathlore that becomes a participant in any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plansplan, agreementsprogram, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser policy or arrangement of SumTotal shall be given credit for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately all service prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee Effective Time with Pathlore to the extent permissible under such plan, program, policy or arrangement except to the provision of extent that such benefit would service credit will result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Planbenefits. (cii) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than immediately preceding the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) effective time of the CodeFirst Merger, Pathlore shall terminate any and all group severance, group separation or group salary continuation plans, programs or arrangements (other than severance arrangements contained in agreements with employees that would require consent of the Companies shall provide, not later than employee to terminate that are disclosed on the Closing Date, all Business Employees with a summary (the "Amendment Summary"Disclosure Schedules or contemplated hereby) that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating SumTotal elects to summaries of material modifications. Subject terminate by providing written notice to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs Pathlore within a reasonable time prior to the effective date time of the transferFirst Merger (collectively, “Pathlore Terminating Plan(s)”). The assets If SumTotal provides such notice to be transferred terminate the Terminating Plan(s) to Pathlore, no later than three (3) Business Days prior to the effective time of the First Merger, Pathlore shall provide SumTotal with evidence that such Pathlore Terminating Plan(s) have been terminated (effective no later than immediately preceding the Effective Time) pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) resolutions of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or Pathlore Board. (iii) 90 days after No later than the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, day prior to the Closing Dateeffective time of the First Merger, cooperate at SumTotal’s request, Pathlore shall terminate any Pathlore Plans that are intended to include a Code Section 401(k) arrangement (the “401(k) Plan”) or take such actions as SumTotal may reasonably request and negotiate reasonably deem necessary or appropriate to effect such termination or to assist in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for such 401(k) Plan into the SumTotal controlled group at the effective time of the First Merger, including the termination of the matching contribution program under the 401(k) Plan; provided that SumTotal makes such request in writing at least three (3) Business Employees Days prior to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the PurchaserClosing. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as Parent will continue to employ or cause Company/Surviving Corporation to continue to employ each employee who is employed by Company at the Closing Date and set forth in Section 3.1.9 of the Closing, Company Disclosure Schedule (each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit “Continuing Employee”) at a level of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies base salary and arrangements (the "Purchaser's Plans") that are hourly wages and overall compensation and benefits substantially comparable in the aggregate similar as provided to the employee benefits maintained from time to time Continuing Employees by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, Company immediately prior to the Closing Date, was eligible provided that after Closing, Parent may terminate a Continuing Employee, or change the terms of employment, including compensation and benefits, for coverage any Continuing Employee at any time in its sole discretion. (a) Subject to Section 6.5.1(c), Parent may provide the Continuing Employees with benefits under a Company Benefit Plan which was a defined the Parent’s employee benefit pension planplans on substantially the same basis, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to aggregate, as those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Datesimilarly situated employees of Parent. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of determining eligibility to participate, satisfaction vesting and entitlement to benefits where length of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period service is relevant (including for purposes of applying deductiblesvacation accrual) under any Parent employee benefit plan (other than a defined benefit plan) and to the extent permitted by applicable law, co-payments Parent will provide that the Continuing Employees will receive service credit under each Parent employee benefit plan (other than a defined benefit plan) for their period of service with Company and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after predecessors prior to the Closing, except where doing so long as would cause a duplication of benefits. Parent will waive all waiting periods with respect to participation and coverage requirements applicable to the Subsidiaries comply Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Closing Date. (b) Upon Closing, Company will cooperate with regard to the applicable terms recruitment and hiring of the Retention Planits employees by Parent or continuing employment with Company. Company will use commercially reasonable efforts to assist Parent with its recruitment efforts. (c) Effective Company and Parent will cooperate with each other to develop appropriate communications to Company employees regarding the Transactions and a transition plan in contemplation of Closing, including delivering other notices to Continuing Employees as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained requested by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution PlanParent; provided, however, that no transfer of assets Parent will not contact or liabilities shall occur with respect deliver notices or documents to any Business Employee whose annuity starting date occurs Continuing Employees prior to Closing without the effective date express permission of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment SummaryCompany. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. The agreements of this Agreement (aincluding this Article VIII) Effective as are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Closing, each Subsidiary Sellers. The Purchaser shall cease offer employment with the Purchaser or its Affiliates to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees all of the Subsidiaries (Employees of the "Subsidiary Benefit Plans")) andSellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on or after the Closing Date, with the Subsidiaries shall have no obligations or liabilities toterms of such employment to provide for, under or with respect to any Company Benefit Plan, other for a period of not less than the Subsidiary Benefit Plans. one (b1) For periods year after the Closing, the Purchaser will provide (or cause to be provided) to each employee commencement of any of the Subsidiaries who continues his or her such employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) at least the Purchaser shall not be required same salary, wages, and bonus opportunities as were provided to provide coverage under a defined benefit pension plan to any Business such Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, and (ii) the Purchaser Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall not be required apply. All such Employees accepting such offer of employment and all such Employees who are a party to provide a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any benefit Seller becomes subject to any Business Employee to Liabilities under the extent WARN Act or any comparable state or local Law in connection with the provision termination of such benefit would result in the duplication of benefits and (iii) employment by the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes or its Affiliates (or any successor thereto) of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Continuing Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or be responsible therefor and shall indemnify each Seller and its affiliates directors, officers and employees against such Liability in which, subject to the terms and conditions of such plan (taking into account accordance with the provisions of this Section 5.10)Article XII hereof. Without limiting the effect of the foregoing sentence, Business Employees the Purchaser shall be eligible solely responsible for giving any notice to participate (Continuing Employees required by the "Purchaser's Defined Contribution Plan")WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Companies maintain Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted Sellers who is a favorable determination letter request party to an employment agreement with the IRS with respect thereto, which determination letter request is pending a Seller as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later this Agreement (other than the Closing Date. The amendment described in the preceding sentence Employees named on Schedule 9.1(j) hereof, who shall be made in accordance with Treasury regulations issued pursuant offered employment agreements to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and be negotiated directly by the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Planwith such Employees); provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Dateterms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the date on which title, position, responsibilities and authority of the IRS issues Employee shall be appropriate in the context of the employer being a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition part of such favorable determination letterLifetime's consolidated group of companies, or (iii) 90 days after the Companies have adopted the amendment such new employment agreement shall contain severance provisions comparable to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution current severance provisions contained in such Employee's employment agreement, and have provided Business Employees with the Amendment Summary. (div) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser such new employment agreement shall not contain any change in control or parachute payment provision (and the Companies shallSellers, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) Purchaser, shall be responsible for the entire amount of any Gross-Up Payments such obligations existing in such current employment agreements), and (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Codev) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) no event shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofsuch Employee be deemed a Continuing Employee hereunder.

Continuing Employees. (a) Effective Prior to the Closing, the Buyers shall, or shall cause a Company to, make an offer of employment to each Specified Service Provider on terms consistent with those provided under this Section 8.01. In addition, as of the Closing Date, Buyers shall cause the Companies to continue the employment of all Company Employees provided that it is understood that the foregoing statement does not constitute a guarantee of continued employment. As of the Closing, each Subsidiary or such other later date as set forth in the Transition Services Agreement, the Company Employees who are employed by the Companies and the Specified Service Providers who have accepted employment with a Company (the “Continuing Employees”) shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored covered by the Subsidiaries solely employee benefit plans of Freeport and its Affiliates (which, for the avoidance of doubt, shall not include the Companies from and after the Closing) and instead shall be covered by the employee benefit plans of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) anda Buyer or its Affiliates, including, commencing on or after the Closing Date, the Subsidiaries Companies, as applicable. In addition to any obligation either Buyer or its Affiliates may have under Applicable Law, for the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date, Buyers shall, or shall have no obligations or liabilities cause the Companies to, under or provide the Continuing Employees, to the extent that the Continuing Employees remain so employed, with respect to any Company Benefit Plan, other (i) fixed cash compensation that is no less favorable than the Subsidiary Benefit Plans. compensation of each such Continuing Employee immediately prior to the Closing Date, (bii) For periods after the Closing, the Purchaser will provide (or cause incentive compensation opportunities comparable to be provided) those provided to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after such Continuing Employee immediately prior to the Closing Date and (the "Business Employees"iii) employee benefit plans, agreements, programs, policies and arrangements benefits (the "Purchaser's Plans"including severance) that are substantially comparable in the aggregate to the employee benefits maintained from time to time (including severance) provided by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required Companies to provide coverage under a defined benefit pension plan to any Business each such Continuing Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, . (iib) the Purchaser shall not be required Prior to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser each Company shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates assume all liabilities related to Company Employees and Specified Service Providers set forth opposite such Company’s name in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(68.01(b) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment SummaryDisclosure Schedule. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as of Seller shall take all necessary action to ensure that upon the Closing, each Subsidiary (i) all Employees will cease to participate in, and (ii) the Company and/or its Subsidiaries shall cease to be a “participating employer in the Company Benefit Plans employers” (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees or comparable participating entities) under, each of the Subsidiaries (the "Subsidiary Seller Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that Seller shall continue to provide benefits under Seller Benefit Plans to the Continuing Employees (as defined below) and any Employees hired following the date of the Closing under the Seller Benefit Plans set forth on Schedule 6.03(a) for the period beginning upon the Closing and through December 31, 2010, to the extent to which the Continuing Employees participate in each such Seller Benefit Plan immediately prior to the Closing. Buyer will reimburse Seller for Seller’s actual costs (determined based on premium or self-insured equivalent rates) in providing such benefits promptly, but in no transfer event later than thirty (30) days after receipt of assets Seller’s invoice for such costs. In addition, to the extent that Seller or any Seller Benefit Plan incurs any cost, expense or other Loss resulting from any Seller Benefit Plan being characterized by an appropriate Governmental Authority as a “multi-employer welfare arrangement” (within the meaning of ERISA), Buyer shall indemnify and hold Seller harmless against such cost, expense or other Loss and shall promptly reimburse any such amounts to Seller upon receipt of notice thereof from Seller. From and after the date through which such benefits continue, Seller shall retain all obligations and liabilities under the Seller Benefit Plans, and neither Buyer nor any of its Affiliates will have any obligation or liability with respect thereto. Neither the Buyer nor any of its Affiliates shall occur assume sponsorship or any liability with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The Seller Benefit Plans or any part thereof, and no Seller Benefit Plan and no assets to of any Seller Benefit Plan will be transferred pursuant to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. Upon the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) Closing, each individual who is an employee of the Code. No transfer Company and/or any of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of its Subsidiaries (ian “Employee”) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, immediately prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives shall continue as an employee of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage Company or one of employees under appropriate employee benefit plans from and its Subsidiaries or Affiliates immediately after the Closing Date. In furtherance of that objective(each, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined belowa “Continuing Employee”), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this AgreementSection 6.03(a), the "Extended Coverage Period" term “Employee” shall be the period commencing include any individual who, on the Closing Date and ending Date, is on an authorized medical or short-term (but not long-term) disability leave of absence or any other approved leave of absence from the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans Company or any of its Subsidiaries who return to full time status within six (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or 6) months after the Closing Date)Closing. Except for obligations and agreements specifically set forth Nothing contained in this Section 5.10, no agreement with respect to employee benefit plans 6.03(a) shall be effective unless and until it has been set forth in a written agreement duly executed on behalf limit the right of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser Buyer or any of its Affiliates to terminate the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount employment of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement Continuing Employee after the Closing Date in accordance with the terms thereofClosing.

Continuing Employees. (a) Effective as As of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, and until December 31, 2017 (or until termination of employment, if earlier), Parent shall (subject to its commercially reasonable discretion) provide, or shall cause (subject to its commercially reasonable discretion) the Surviving Corporation or one of Parent’s other Subsidiaries shall have no obligations or liabilities toAffiliates to provide, under or each Continuing Employee with respect (i) as to any Continuing Employee who is not a sales employee, (A) an annual base salary or an hourly wage rate, as applicable, that is not less than that provided to such Continuing Employee by the Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after immediately prior to the Closing, (B) cash incentive compensation opportunities that are not less favorable than those provided to such Continuing Employee by the Purchaser will provide Company immediately prior to the Closing, and (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees"ii) employee benefit plans, agreements, programs, policies and arrangements benefits (the "Purchaser's Plans") that are substantially comparable in the aggregate excluding any equity-based compensation granted to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of such employees who, immediately prior to the Closing Date) that are not less favorable, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to aggregate, than those provided to such Business Employees under Continuing Employee by the Company Benefit Plans which are as of the date hereof. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee welfare benefit plans immediately prior to plan, program, arrangement, agreement, policy or commitment sponsored or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates following the Closing Date. For and in which any Continuing Employee (or the purposes spouse, domestic partner or any dependent of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and Continuing Employee) participates or is eligible to participate (each, a “Parent Benefit Plan”) to treat, for all other benefits for which benefit levels depend on length of service purposes (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of including eligibility to participate, satisfaction vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA), all service with the Company (and predecessor employers to the extent that the Company or any Company Employee Plan provides past service credit) as service with Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, or the application of any requirements and pre-existing condition limitations with respect to the Continuing Employees and shall be given credit for amounts paid their spouses, domestic partners and dependents to the extent waived, satisfied or not included under a the corresponding Company Benefit Plan during the same period Employee Plan, and (ii) to recognize for each Continuing Employee for purposes of applying deductiblesannual deductible, co-payments payment and out-of-pocket maximums as though under such amounts had been Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under the corresponding Company Employee Plan during the plan year of such Company Employee Plan in accordance with which occurs the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as later of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms Date and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect Continuing Employee begins participating in such Company Benefit Plan. Effective as of immediately prior to the Companies' Defined Contribution Plan and Closing, the Companies have taken all actions required by Company shall terminate the IRS as employment of each employee of the Company who will not be a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment SummaryContinuing Employee. (db) Notwithstanding This Section 6.15 shall be binding upon and inure solely to the foregoing provisions benefit of each of the parties to this Agreement, and nothing in this Section 6.15, express or implied, shall confer upon any other Person, including any Continuing Employee, any rights or remedies of any nature whatsoever under or by reason of this Section 5.106.15. Nothing contained herein, the Purchaser and the Companies shallexpress or implied, prior shall be construed to the Closing Dateestablish, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plansamend or modify any Company Employee Plan or any other plan, program, arrangement, agreement, policy or commitment. The primary objectives of the parties in cooperating hereto acknowledge and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically terms set forth in this Section 5.106.15 shall not create any right in any Continuing Employee or any other Person to continued employment with the Company, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of Parent, the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser Surviving Corporation or any of their respective Subsidiaries or Affiliates. For the Subsidiaries are assuming any obligations with respect to such provisions; providedavoidance of doubt, further, that following the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentenceClosing Date, nothing contained in this Section 5.10(e) 6.15 shall in any way restrict interfere with Parent’s, the ability of the Purchaser Surviving Corporation’s or any Subsidiary of their Subsidiaries’ or Affiliates’ right to terminate the employment or service of any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofservice provider for any reason.

Continuing Employees. (a) Effective as Xxxxxx agrees to honor and assume the severance arrangements set forth on Schedule 7.15(a) of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit PlansDisclosure Letter. (b) For periods after the Closing, the Purchaser will provide (or cause With respect to be provided) to each employee of any those employees of the Subsidiaries Company or its subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member employed as of a class of employees who, immediately prior to the Closing DateEffective Time and who continue to be employed by Parent or the Surviving Corporation or any of their respective subsidiaries following the Effective Time (each, was a “Continuing Employee”), Parent shall use commercially reasonable efforts to cause, or shall cause the Surviving Corporation or any of its Affiliates to use commercially reasonable efforts to cause, the Employee Benefit Plans maintained by Parent or its Affiliates for which any Continuing Employee is eligible for coverage under a Company Benefit Plan which was a defined benefit pension planto participate (the “Parent Plans”) to waive any pre-existing conditions, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee limitations, exclusions, actively-at-work requirements and eligibility waiting periods to the extent not imposed on the provision of such benefit would result in Continuing Employee by the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under corresponding Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing DateEffective Time. For Parent shall use commercially reasonable efforts to recognize, or shall cause the Surviving Corporation or any of its Affiliates to use commercially reasonable efforts to recognize, the dollar amount of all payments incurred by each Continuing Employee (and his or her eligible dependents) under the corresponding Company Plan during the plan year in which the Effective Time occurs for purposes of satisfying the plan year’s deductible, co-payment limitations and out-of-pocket maximums under the relevant Parent Plans in which such Continuing Employee is eligible to participate following the Effective Time. Parent shall cause any Parent Plan under which a Continuing Employee is eligible to participate to provide credit for service by the Continuing Employee with the Company or any of its subsidiaries prior to the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service Effective Time for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or vesting and determining future vacation and paid time off accruals to the application of any pre-existing condition limitations and shall be given credit for amounts paid same extent such service was recognized under a corresponding similar Company Benefit Plan during and for similar purposes, except, in each case, to the same period extent such treatment would result in a duplication of benefits or compensation; provided, that service of a Continuing Employee prior to the Effective Time shall not be recognized for purposes of applying deductiblesany entitlement to participate in, coor benefit accruals with respect to, any equity-payments and outbased or long-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser term incentive compensation, retiree medical program or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plandefined benefit plan maintained by Parent or its Affiliates. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates Nothing in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10)7.15 is intended to imply or guarantee continuing employment to such Continuing Employees for any length of time or under any specific terms or conditions, Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending except as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing 7.15. The provisions of this Section 5.10, as are for the sole benefit of the Closing each parties hereto and nothing herein, express or implied, is intended or shall be construed to (i) constitute an amendment to any of the Purchaser compensation and benefits plans maintained for or provided to employees prior to or following the Subsidiaries shall assume Merger Closing Date or (ii) confer upon or give to any person, other than the parties hereto and shall perform their respective permitted successors and assigns, any legal or cause their affiliates to performequitable or other rights, all of the obligations including third-party beneficiary rights, or remedies (with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible matters provided for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e7.15) shall in under or by reason of any way restrict the ability provision of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofthis Agreement.

Continuing Employees. (a) Effective as of For the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, six-month period commencing on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (maintain, or will cause the Surviving Corporation to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plansmaintain, agreements, programs, policies compensation and arrangements (the "Purchaser's Plans") benefits that are substantially comparable in the aggregate are no less favorable than the compensation and benefits maintained for and provided to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, Employees immediately prior to the Closing Date; provided, was eligible however, that this requirement will not apply to any obligation to issue, grant or deliver equity securities or options, rights or warrants therefor under any employment agreement to which any Employee is subject, and nothing herein shall prevent the amendment or termination of any Employee Plan or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable law. (b) As of and after the Closing Date, Purchaser will, or will cause the Surviving Corporation to, give Employees full credit for coverage purposes of eligibility and vesting, under a employee compensation and incentive plans maintained for the benefit of Employees as of and after the Closing Date by Purchaser, its Subsidiaries or the Surviving Corporation, for the Employees’ service with the Company, its Subsidiaries and their predecessor entities to the same extent recognized by the Company Benefit Plan which was a immediately prior to the Closing Date under comparable Employee Plans. With respect to such plans that are “welfare benefit plans” (as defined benefit pension planin Section 3(1) of ERISA), Purchaser will, or will cause the Surviving Corporation to, use its commercially reasonably best efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) the Purchaser shall not be required give effect, in determining any deductible and maximum out-of-pocket limitations, to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits claims incurred and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business amounts paid by, and amounts reimbursed to, Employees under similar plans maintained by the Company Benefit Plans which are employee welfare benefit plans and its Subsidiaries immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as of the Closing, each Subsidiary shall cease Purchaser agrees to be a participating employer reasonably cooperate with Seller by providing timely and accurate information in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely order for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans"Seller to satisfy its notice obligations and obtain consent under Section 5.1.2(b)) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after After the Closing, Seller has given proper notice to and/or engaged in consultation or obtained consent to termination and provided required notice and/or severance (but only to the Purchaser will provide (extent such severance payment is required under contract or cause to be providedapplicable Law) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any ADC Foreign Subsidiary Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms Foreign Employee Transfer Regulations and conditions of any other applicable Law, then Purchaser shall, or shall cause its Subsidiaries to, take commercially reasonable efforts to effect the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closingtransfer, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, of ADC Foreign Subsidiary Business Employees listed on Schedule 6.4.1 of the Purchaser shall establish or designate a defined contribution plan maintained by Seller Disclosure Letter from the Purchaser ADC Foreign Subsidiary to Purchaser, or its affiliates in whichSubsidiaries, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10)or Purchaser shall, Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause its Subsidiaries to, offer to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10hire, as of the Closing each Date, ADC Foreign Subsidiary Business Employees listed on Schedule 6.4.1 of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates Seller Disclosure Letter, respectively (such list to perform, all be as of the obligations with respect date set forth on Schedule 6.4.1 of the Seller Disclosure Letter and as updated prior to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred Closing Date to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations reflect changes with respect to such provisions; provided, further, ADC Foreign Subsidiary Business Employees on such Schedule as of the date hereof that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined have occurred in the Retention Planordinary course of business). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with propthe Foreign Employee Transfer Regulations and any other applicable Law. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect Transfers or offers of employment will be extended on or prior to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the Foreign Employee Transfer Regulations. Any such transfer or offer of employment will be on terms thereofand conditions reasonably sufficient to prevent an ADC Foreign Subsidiary Business Employee from successfully claiming, by reason of Purchaser’s (or its Subsidiary’s) failure to offer sufficient terms and conditions, that such ADC Foreign Subsidiary Business Employee has been damaged by reason of being “unfairly dismissed” under, or that such transfer of employment or offer of employment is otherwise not in compliance with, the Foreign Employee Transfer Regulations. Purchaser, and its Subsidiaries, shall satisfy applicable Law with respect to the employment of each Foreign Business Employee (including any Foreign Subsidiary Transferred Employee) by Purchaser, or its Subsidiaries, and Purchaser shall fully indemnify and hold harmless Seller and its Affiliates (including the ADC Foreign Subsidiaries) from any Damages arising from the failure of Purchaser or its Subsidiaries to satisfy applicable Law, including, without limitation, the Foreign Employee Transfer Regulations, after the Closing Date. Purchaser shall use commercially reasonable efforts to ensure that each ADC Foreign Subsidiary Business Employee listed on Schedule 6.4.1 of the Seller Disclosure Letter will consent to the transfer of his or her employment relationship to, or accept an offer of employment from, Purchaser or its Subsidiaries. Purchaser has no current intention to terminate any Foreign Subsidiary Transferred Employees and will not communicate, directly or indirectly, anything to the contrary to such employees prior to Closing. Purchaser shall assume and discharge timely and fully all obligations and liabilities arising under the Foreign Employee Transfer Regulations that on or after the Closing Date become due to any Foreign Business Employee (including any Foreign Subsidiary Transferred Employee) including, without limitation, any obligations and liabilities in connection with any change in the terms and conditions of such Foreign Business Employee’s employment with Purchaser, or its Subsidiaries, from the terms and conditions of such individual’s employment with the ADC Foreign Subsidiary as of the Closing Date and Purchaser shall fully indemnify and hold harmless Seller and its Affiliates (including the ADC Foreign Subsidiaries) from any Damages arising from the failure of Purchaser to do so. (c) Purchaser, or its Subsidiaries, will be responsible for all compensation and all other rights and benefits payable or becoming due on or after the Closing Date to each Foreign Subsidiary Transferred Employee under such individual’s employment agreement and/or the Foreign Employee Transfer Regulations and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Damages or claims arising in connection with or relating to such compensation, right or benefit or Purchaser’s failure to timely and fully provide the same to such Foreign Subsidiary Transferred Employee after the Closing. (d) Purchaser shall, or shall cause its Subsidiaries to, recognize and credit each Continuing Employee with such individual’s accrued vacation, personal leave days, leave entitlement or paid time off balance with the Company or an ADC Foreign Subsidiary as of the Closing Date. (e) After the Closing Date, Purchaser shall cause the Company to remit contributions owed under any U.S. Domestic Plan as of the Closing Date, if any, in accordance with the terms of such plan and applicable Law.

Continuing Employees. (a) Effective as A “Continuing Employee” is each employee of the Closing, each Subsidiary shall cease Project Companies on the Closing Date that is not subject to be a participating employer in collective bargaining agreement. Until the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit earlier of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or one year after the Closing DateDate or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, the Subsidiaries Buyer shall, or shall have no obligations or liabilities cause an Affiliate of Buyer to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, Continuing Employee with: (i) base salary or hourly wage rate that is no less than the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, base salary or hourly wage rate provided by the Project Companies immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, Closing; (ii) bonus and incentive opportunities that are no less than the Purchaser shall not be required bonus incentive opportunities, if any, provided by the Project Companies immediately prior to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits Closing; and (iii) the Purchaser shall be permitted to provide to Business Employees employee benefits under employee welfare benefit plans which that are substantially comparable to those the same, in the aggregate, as the employee benefits provided to such Business Employees under Company by the Project Companies Benefit Plans which are employee welfare benefit plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the Closing Date. For the purposes plans of any Buyer or an Affiliate of the Purchaser's Plans Buyer, each Continuing Employee shall receive credit under such plans for which eligibility and vesting of benefits depend on length of service purposes and for all other benefits any severance or paid time off benefit plans only for which benefit levels depend on length of service (but not benefit accrual determination purposes for his or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the Subsidiaries and extent that (x) such recognition would result in a duplication of benefits for any additional periods for which the same period of service or (y) such service was not recognized under the corresponding Project Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service")Plan. In addition, and without limiting the generality of the foregoing: , (i1) each Business Continuing Employee shall be given credit immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for Prior Service such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of eligibility to participatesatisfying all deductible, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments coinsurance and out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as though if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the terms and conditions benefit of each of the Purchaser's Plans. Nothing Parties, and nothing in this Section 5.10 7.16, express or implied, shall prevent Purchaser confer upon any other Person any rights or the Subsidiaries from terminating the employment remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Dateforegoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the date on which the IRS issues a favorable determination letter right to continued employment with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition any Project Company, Buyer or any of such favorable determination lettertheir Affiliates, or (iiiiv) 90 days after the Companies have adopted the amendment restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution Project Company’s standard practices and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10policies regarding severance, the Purchaser and the Companies shallif any, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, effect as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stockClosing), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as of Buyer agrees to offer continued employment (without a break in employment) on substantially the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans same terms and conditions (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of pension benefits) to those employees of the Subsidiaries Zerand Division and possibly other non-Zerand Division employees of Seller listed on Schedule 1.05(a), which ---------------- Schedule describes such employees' current jobs, compensation, length of employment with Seller, and all understandings, contracts or agreements relating to compensation and continued employment. This section shall be interpreted so as to satisfy the requirement of Section 109.07(6)(a) of the Wisconsin statutes. At Closing, and for a reasonable time thereafter, Seller will use its best efforts to assist Buyer in securing the continued employment of the Zerand Division employees. Those employees listed on Schedule 1.05 (the a) who accept ---------------- employment from Buyer shall be referred to as "Subsidiary Benefit PlansContinuing Employees.") (b) andExcept for accrued payroll, vacation and sick pay accruals and certain commission fees as expressly provided on or after Schedule 1.05(b) and set ---------------- forth on the Closing DateBalance Sheet, the Subsidiaries shall have no Buyer does not assume any liabilities, duties or obligations or liabilities to, under or of Seller with respect to any Company Benefit Plan, Continuing Employees or any other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of Seller, nor does Buyer assume any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") Seller's employee benefit plansbenefits, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Planliabilities. (c) Effective Seller shall terminate the employment of all of the Continuing Employees as of the Closing Date. Seller and the trustees of Seller's pension, the Purchaser profit sharing, 401(k) and welfare plans and other benefit plans and programs shall establish have no obligations to transfer any assets representing accrued benefits or designate a defined contribution plan entitlements of Continuing Employees to any plans maintained or created by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Buyer. Continuing Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings treated under all benefit plans and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request programs of Seller as having terminated their employment with the IRS with respect thereto, which determination letter request is pending Seller as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business all accrued benefits and entitlements of such Continuing Employees become eligible for coverage under the PurchaserSeller's group medical benefit plans and dental plans (which date programs shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on paid or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date otherwise discharged in accordance with the terms thereofprovisions of the plans, subject to applicable law.

Continuing Employees. (a) Effective as Purchaser shall or shall cause its Affiliate (which Affiliate may include a Target Company or successor thereto or Subsidiary thereof) to pay each Transaction-related bonus, less any applicable taxes and withholdings, described in Section 7.10(a) of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored Disclosure Schedule by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after first regularly scheduled payroll date that is more than two Business Days following the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after a period of 12 months following the ClosingClosing Date (or, if earlier, until the date of termination of employment of the relevant Continuing Employee) (the “Benefit Period”), the Purchaser will provide shall, or shall cause its Affiliate to (which Affiliate may include a Target Company or cause to be provided) to each employee of any of the Subsidiaries who continues his successor thereto or her employment with the Subsidiaries or the Purchaser Subsidiary thereof for periods on and after the Closing Date for purposes of this Section 7.10), (i) provide each Continuing Employee with an annual base salary or hourly base wage, as applicable, and a target annual cash bonus opportunity (excluding specific performance goals) that, in each case, is not less than such Continuing Employee’s annual base salary or hourly base wage and target annual cash bonus opportunity with each Seller or its Affiliates (including the "Business Employees"Target Companies) as of immediately prior to the Closing Date and (ii) provide each Continuing Employee with employee benefit plansbenefits under the Benefit Plans of the Purchaser or its Affiliate (collectively, agreements, programs, policies and arrangements (the "Purchaser's “Successor Benefit Plans"”) that are substantially comparable similar in the aggregate to the employee benefits maintained from time provided to time by the Purchaser for Purchaser’s or its Affiliate’s similarly situated employees. Notwithstanding employees as of the preceding sentenceClosing Date; provided, (i) however, that the Purchaser shall not be required honor and maintain in effect (as in effect immediately before the Closing) throughout the Benefit Period, the Medallion Operating Company, LLC Change of Control Severance Plan for the benefit of all Continuing Employees. (c) With respect to provide coverage under a defined benefit pension plan to any Business each Continuing Employee who was not begins to participate in a member Successor Benefit Plan, the Purchaser shall, or shall cause its Affiliate to, cause the applicable Successor Benefit Plan (but excluding any Successor Benefit Plan that is subject to Section 412 of a class the Code or Title IV of employees whoERISA, any retiree health or life insurance plan) to credit each Continuing Employee for purposes of eligibility, vesting, and level of benefits under any paid-time off or severance policies or plans, with the service that is credited under the corresponding Business Benefit Plan in which such Continuing Employee participates immediately prior to the Closing DateDate (including service with predecessor employers, was eligible for coverage to the extent such service is credited under a Company such Benefit Plan); provided, however, that the Successor Benefit Plan may exclude any such prior service credit that would result in a duplication of benefits. With respect to each Continuing Employee who begins to participate in a Successor Benefit Plan, the Purchaser shall, or shall cause its Affiliate (i) to cause each such Continuing Employee to be eligible to participate in the applicable Successor Benefit Plans which was a defined benefit pension planprovide medical, dental, prescription drug or vision benefits without any waiting periods or any pre-existing condition exclusions and without regard to any evidence of insurability, actively-at-work or similar requirements and (ii) the Purchaser shall not be required to provide any benefit use commercially reasonable efforts to any Business give credit for all co-payments, deductibles, out-of-pocket costs and similar expenses paid by each Continuing Employee and such Continuing Employee’s eligible dependents under a comparable Benefit Plan in which such Continuing Employee participates immediately prior to the extent Closing Date and during the provision plan year of such benefit would result Successor Benefit Plan in which the duplication Closing Date occurs. The Purchaser shall, or shall cause its Affiliate to, recognize and credit each Continuing Employee with the vacation time, sick leave, paid time off and other leave accrued by such Continuing Employee as of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), The Sellers shall provide the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service its Affiliate, as applicable, with the Companies all data and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid information reasonably requested in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained writing by the Purchaser or its affiliates in which, subject such Affiliate to enable the terms and conditions of Purchaser or such plan (taking into account the provisions of Affiliate to comply with this Section 5.107.10(c), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding Each Continuing Employee who participates in a Business Benefit Plan immediately prior to the foregoing provisions Closing Date that is an annual bonus plan in respect of this Section 5.10the fiscal year in which the Closing Date occurs shall be eligible to receive, subject to continued employment through the payment date, the following bonus: (i) if the Closing Date occurs in fiscal year 2024, an annual bonus opportunity for fiscal year 2024 in an amount determined based on the level of attainment of the applicable performance measures under the Business Benefit Plan as of the Closing, as reasonably determined by Seller Representative consistent with past practice (which in no event shall exceed 125% of the target amount and, for the avoidance of doubt, will not be prorated), and paid on the original payment date in December 2024 under the applicable Business Benefit Plan and (ii) if the Closing Date occurs in fiscal year 2025, an annual bonus opportunity for fiscal year 2025 in an amount determined based on the level of attainment of the performance measures under the annual bonus plan of Purchaser and or one of its Affiliates, which bonus, for the Companies shallavoidance of doubt, will not be prorated. (e) If requested by Purchaser in writing at least ten days prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Sellers shall both (i) terminate any Business Benefit Plan qualified under Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives 401(a) of the parties Code and containing a Code Section 401(k) cash or deferred arrangement (each, a “Business 401(k) Plan”) and (ii) fully vest each Continuing Employee in cooperating and negotiating any his or her account balance in such further agreements shall be Business 401(k) Plan, in each case, effective at least one day prior to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date (the “ERISA Effective Date”). Prior to the ERISA Effective Date, the Sellers shall provide Purchaser with executed resolutions of its or, as applicable, its Subsidiary’s Board of Directors authorizing such termination and ending on amending any such Business 401(k) Plan commensurate with its termination to the date extent necessary to comply with all applicable Laws. In the event that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically 401(k) Plan is terminated as set forth in this Section 5.107.10(e), no agreement with respect to employee benefit plans each Continuing Employee who participated in the Business 401(k) Plan, Purchaser shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates use commercially reasonable efforts to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) cause a Successor Benefit Plan that includes a cash or deferred arrangement qualified under Section 401(k) of the Retention Plan Code (the “Purchaser 401(k) Plan”) to permit and accept rollover contributions of the account balances of such Continuing Employee and (ii) cause the Deferred Compensation Obligations; provided, however, Purchaser 401(k) Plan to permit and accept as rollover contributions outstanding loan notes made by such Continuing Employee that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 are held as assets of the Retention Business 401(k) Plan (pertaining immediately prior to stock options and restricted stock)the Closing, and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate permit the "base amount" of parachute payments Business Employee who made or such loan note to be made continue to (or for repay the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date underlying loan in accordance with the terms thereofin effect immediately prior to the Closing. (f) The terms and conditions of this Section 7.10 are for the sole benefit of the Parties and nothing in this Section 7.10, express or implied, is intended or shall be construed (i) to confer upon or give to any Person, other than the Parties and their respective permitted successors and assigns, any legal, equitable or other rights or remedies with respect to the matters provided for in this Section 7.10 or (ii) as the adoption, establishment, amendment, modification or termination of any Successor Benefits Plan or other Benefit Plan.

Continuing Employees. All employees of the Company, other than the Signing Employees (collectively, the “Offered Employees”), will be offered continued employment on an at-will basis by or with the Purchaser or one of its Subsidiaries (including the Company) (the offering entity, the “Employer”), with (a) Effective base salary or base hourly rate and (b) participation in cash incentive compensation programs (including commissions), which, in the aggregate, will be substantially similar to those of provided to similarly situated United States employees of Purchaser in similar functions and positions. The Company shall use its commercially reasonable efforts to cause all Offered Employees to accept employment with the Employer prior to the Closing by executing and delivering their New Hire Documents to the Purchaser, such New Hire Documents to be effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries . The Offered Employees who continues his or her accept employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employer and execute and deliver their New Hire Documents shall be referred to herein as “Continuing Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time .” Unless otherwise agreed by the Purchaser for its similarly situated employees. Notwithstanding Stockholder and the preceding sentencePurchaser, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees whoCompany shall, immediately prior to the Closing DateClosing, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) terminate any Offered Employee who does not accept employment with the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately Employer prior to the Closing DateClosing. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Continuing Employees shall be eligible to participate in the health, welfare and other benefit programs of the Company (other than the "401(k) Plan, which will be the Purchaser's Defined Contribution Plan"’s plan) unless otherwise provided for in the New Hire Documents (it being understood that equity incentive plans are not considered employee benefits for this purpose). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request Service with the IRS with respect theretoCompany will be included for purposes of determining the vacation or paid-time off accrual rate. Notwithstanding the foregoing, which determination letter request is pending nothing contained in this Section 6.9 shall (i) be treated as an amendment of any particular employee benefit plan, program, policy, agreement or arrangement, (ii) give any third party, including any Offered Employee, any Continuing Employee, any former employee of the date hereof. The Companies agree Company or any beneficiary representative thereof, any right to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to enforce the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, 6.9 or (iii) 90 days after operate to duplicate any benefit provided to any Continuing Employee or the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms funding of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be benefit. Nothing contained in this Agreement (x) confers (or is intended to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and confer) upon any Offered Employee, any Continuing Employee or any other Person any right to continued employment after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period or (as defined below), the Business Employees shall be entitled y) prevents (or is intended to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (eprevent) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; providedits Affiliates from amending, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made modifying or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate terminating any employee benefit plan, program, policy, program agreement or arrangement after the Closing Date in accordance with the terms thereofat any time.

Continuing Employees. (a) Effective as of the ClosingThe Surviving Entity shall offer employment to any Continuing Employee, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or effective from and after the Closing Date, on such terms as it may determine (except that offers of employment to Txxxx Xxxxx and Exxx Xxxxxxx shall be on the Subsidiaries terms set forth in their respective agreements included in the Ancillary Documents). Notwithstanding the foregoing, Buyer shall have provide to each Continuing Employee for a period of one (1) year following the Closing (or through their termination date if earlier) with (a) annual base salaries and base wages that are no obligations or liabilities toless than those provided immediately prior to the Closing, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after cash incentive compensation opportunities that are no less favorable than those provided immediately prior to the Closing, the Purchaser will provide and (or cause to be providedc) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") plans that are substantially comparable similar in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, those provided immediately prior to the Closing DateClosing, was eligible for coverage under but excluding any equity based compensation or change of control or retention incentives. To the extent Buyer does not continue a Company Benefit Plan which was a defined benefit pension planEmployee Plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under Buyer will make its employee welfare benefit plans which are substantially comparable and arrangements available to those provided to such Business Continuing Employees under as follows: Buyer shall credit Continuing Employees with their period of employment with Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the or its applicable Affiliate for purposes of any of the Purchaser's Plans for which eligibility eligibility, vesting, participation and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service accrual (but not benefit accrual or eligibility purposes under any defined benefit pension plan) in any “employee benefit plan” (as such term is defined by Section 3(3) of ERISA) maintained by Buyer or one of its Affiliates and any vacation, sick, paid-time off, severance pay plan, program or arrangement offered by Buyer or one of its Affiliates, as applicable (collectively, the “Buyer Benefit Plans”), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which such Continuing Employees are eligible, effective as of the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service")date of eligibility. In addition, from and without limiting after the generality of the foregoing: Closing Date, Buyer shall use commercially reasonable efforts to (ix) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of cause any pre-existing condition conditions or limitations and shall eligibility waiting periods under any Buyer Benefit Plan that is a group health plan to be given waived with respect to the Continuing Employees and their eligible dependents to the extent such conditions, limitations, and waiting periods were waived or satisfied under the corresponding Company Employee Plans and (y) give each of the Continuing Employees credit for amounts paid under the plan year in which the Closing occurs toward applicable deductibles and annual out of pocket limits for expenses incurred prior to the Closing for which payment has been made. In addition, Buyer shall take any and all actions as may be required to permit each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including plan loans) to a corresponding Company Buyer Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions that includes a cash or deferred arrangement under Section 401(k) of the Purchaser's PlansCode for which such Continuing Employees are eligible, effective as of the date of eligibility, in an amount equal to any eligible rollover distribution made to such Continuing Employee from the Company’s 401(k) plan or other applicable tax-qualified retirement plan (including any plan loans). Notwithstanding the foregoing, nothing in this Section 8.11 shall operate to result in a duplication of benefits. Nothing in this Section 5.10 8.11, whether express or implied, shall prevent Purchaser (x) create any rights to continued employment with the Company, the Buyer or any of their Affiliates or in any way prohibit the Subsidiaries Buyer, the Company or any of their Affiliates from terminating the employment of any of the Business Employees Continuing Employee at any time and for any reason, (y) be construed as an amendment of any Company Plan or Buyer Benefit Plan or (z) grant any third party beneficiary rights under this Agreement to any Person. Notwithstanding anything to the contrary set forth in this Agreement, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Buyer or the Surviving Entity to terminate, any Continuing Employee for any reason, (ii) require Buyer or the Surviving Entity to continue any Company Employee Plan or prevent the amendment, modification or termination thereof after the ClosingEffective Time, (iii) be construed as an amendment of any Company Employee Plan or Buyer Benefit Plan, (iv) grant any third party beneficiary rights under this Agreement to any Person or (v) restrict Buyer or the Surviving Entity from reducing the annual base salary, base wage or cash incentive compensation opportunities of any Continuing Employee, so long as such reduction is consistent (in amount and duration) with a company-wide reduction in the Subsidiaries comply with the applicable terms annual base salaries, base wages or cash incentive compensation opportunities of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Buyer and its Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofgenerally.

Continuing Employees. (a) Effective On the Closing Date, Employees who accept employment with Purchaser will be considered to have resigned from their employment with Seller or one of its Subsidiaries, as applicable, and Purchaser shall thereafter, either directly or through one of its subsidiaries, employ all such Continuing Employees on terms and conditions no less favorable than those provided to similarly situated employees of Purchaser. Notwithstanding the Closingforegoing, each Subsidiary the Employees shall cease be offered such employment positions, base salary and grants by Purchaser of such number of restricted stock units, to be settled in shares of Purchaser common stock with no cash consideration to be paid by Employees for such shares, as set forth in a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored schedule previously provided and consented to by the Subsidiaries solely for Seller prior to the benefit signing of employees of this Agreement. Additionally and notwithstanding the Subsidiaries (the "Subsidiary Benefit Plans")foregoing, nothing in this Section 7.12(a) andis intended to limit Purchaser’s ability and discretion, at any time on or and after the Closing Date, to change or amend the Subsidiaries shall have no obligations base salary of Continuing Employees or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee terms of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Continuing Employees or adopt, change or amend any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation or employee benefits, including without limitation severance, termination pay, deferred compensation, performance awards, stock-related awards, or fringe benefits. After the date of this Agreement, Seller shall permit Purchaser to review employee files (to the extent not in violation of Applicable Law), compensation data, and job information for the Employees. After the date of this Agreement, Seller shall promptly provide, or cause its Subsidiaries to provide, Purchaser with copies of the employment files of all Employees and shall promptly provide any additional information about such Employees upon Purchaser’s reasonable request (in each case to the extent not in violation of Applicable Law). After the date of this Agreement, Seller shall permit Purchaser to contact and meet with all Employees at any time after Seller’s premises during normal business hours, and Seller shall cooperate fully with Purchaser in all such respects. After the Closingdate of this Agreement, so long as if Purchaser believes there is an employee of Seller dedicated to the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing DateAcquired Business who was not previously identified, the then Seller may, in its reasonable discretion, permit Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, to offer employment to such individual subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible applicable hereunder to participate (the "Purchaser's Defined Contribution Plan")an Employee. The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount any liability arising out of its decision to hire or retain, or not hire or not retain, any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made Employee or to be made to (or for the benefit of) any "disqualified individual" contractor (in each casecase excluding any severance obligations, other than as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentenceSection 7.12(f)(ii), nothing in this Section 5.10(e) shall in any way restrict the ability on account of the Purchaser Seller’s termination of such Employee or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofcontractor).

Continuing Employees. (a) Effective Except as set forth on Schedule 5.10(a) of the Disclosure Schedule with respect to any such benefits or policies, plans, arrangements, programs, practices, or agreements that constitute Plans maintained by the Scout Group, which will continue following the Closing: (A) no Continuing Employee shall accrue benefits under, or otherwise participate in, any employee benefit policies, plans, arrangements, programs, practices, or agreements of the Seller or any of its Affiliates (including the Plans) after the Closing; and (B) the Purchaser shall be responsible for providing all employee benefits to Continuing Employees for and with respect to all periods during which they are actually employed after the Closing. Notwithstanding anything to the contrary contained herein, the Seller and the Seller Plans shall be solely responsible (and neither Purchaser, Scout nor any of its or their Affiliates shall have any responsibility) for any claims for benefits that were incurred (or attributable to events occurring) before the Closing, whether or not such claims are filed after the Closing. (b) For a period of one year following the Closing, the Purchaser shall cause the applicable Scout Group Member to (and, as applicable, the Purchaser shall): (i) provide each Continuing Employee with: (A) salary, bonus opportunities, and severance benefits that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Closing, it being acknowledged and agreed that, notwithstanding the foregoing, the bonus opportunities of the Scout Group’s portfolio managers may vary based on the performance of their respective strategies during such one year period; and (B) substantially the same retirement and welfare benefits (not described in (A) above) that the Purchaser offers to its own employees who are similarly situated to such Continuing Employee, as set forth on Section 5.10(b) of the Disclosure Schedule; and (ii) recognize for all purposes under all applicable benefit plans and compensation plans and programs all service of the Continuing Employees with the Scout Group Members, as applicable, as if such service were with the Purchaser. Notwithstanding the foregoing and: (A) unless a Continuing Employee is employed pursuant to an employment agreement for a fixed term; (B) subject to applicable Law; and (C) subject to Section 5.10(d) below: (x) all Continuing Employees may be employed on an at-will basis; and (y) the Purchaser and the Scout Group shall be able to terminate a Continuing Employee at any time for any reason or no reason. (c) The Purchaser shall (and, as applicable, shall cause the Scout Group to) offer employment to any Person who has the right (or would have the right) pursuant to the provisions of the Federal Leave Acts (and any similar federal, state, or local Law) to return to the employment of Scout and/or Scout Distributors, following the Closing, consistent with the requirements of the Federal Leave Acts and any other applicable Law. (d) The Purchaser shall (and, as applicable, shall cause the Scout Group to) retain its Continuing Employees for such period as may be necessary, when considered together with any employees discharged by Scout and/or Scout Distributors, prior to the Closing, to avoid, with respect to any facility operated by Scout, Scout Distributors, or the Business: a “plant closing,” “mass layoff,” “layoff,” “relocation” or “termination” of “employees” (as those terms are defined in WARN); or any Liability to the Seller under any applicable Law which could arise from any actual or anticipated termination of employees by the Purchaser or the Scout Group after the Closing. (e) The Purchaser shall have sole Liability for any severance payments and/or similar obligations that are or may become owed or payable to any employee of Scout and/or Scout Distributors who the Purchaser does not offer employment (or continued employment) with the Purchaser, any of its Affiliates and/or the Scout Group as of, and after, the Closing Date in accordance with this Section 5.10 (including, for the avoidance of doubt, any employee of either Scout Group Member who is an employee of such Scout Group Member as of the Closingdate of this Agreement and who is terminated prior to the Closing Date with the prior written consent of the Purchaser, each Subsidiary which such consent shall cease not be unreasonably withheld, conditioned, or delayed), and neither the Seller nor any of its Affiliates shall have any Liability for any such payments or similar obligations. The Seller shall have sole Liability for any severance payments and/or similar obligations that are or may become owed or payable to be a participating employer in any employee of either Scout Group Member who is hired by such Scout Group Member following the Company Benefit Plans (other than Company Benefit Plans which are sponsored date hereof and prior to the Closing without the written consent of the Purchaser and whose employment is lawfully terminated by the Subsidiaries solely for Purchaser or such Scout Group Member prior to the benefit of employees first anniversary of the Subsidiaries Closing Date. (the "Subsidiary Benefit Plans")f) andWithout limiting Section 5.10(e) above, on or from and after the Closing Date, the Subsidiaries Purchaser shall have no cause the Scout Group to perform all payment and other obligations or liabilities to, of each Scout Group Member under or all Contracts with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after Continuing Employees that do not terminate upon the Closing, including employment, severance payment and other similar Contracts, including the Purchaser will provide (or cause to be providedContracts listed on Schedule 5.10(f) to each employee of the Disclosure Schedule, and, for the avoidance of doubt, except as expressly provided herein, neither the Seller nor any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser Affiliates shall not be required to provide coverage under a defined benefit pension plan to have any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and Liability for any additional periods for which the Companies such payments or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service")other obligations. In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate have in effect a defined contribution plan maintained by that includes a qualified cash or deferred arrangement within the Purchaser or its affiliates in which, subject meaning of Section 401(k) of the Code that will accept the direct rollover of “eligible rollover” distributions (as that term is defined under Section 401(a)(31) of the Code) (including loan promissory notes) from the Seller’s 401(k) Plan with respect to account balances of Continuing Employees. For the avoidance of doubt and notwithstanding anything to the terms contrary contained herein, the Seller shall pay or cause each Scout Group Member to pay any and conditions all compensation (including salary, bonuses and employee benefits) earned by Continuing Employees for any period ending on or prior to the Closing and neither Purchaser nor any of its Affiliates shall have any liability or responsibility for making any such payments, it being acknowledged and agreed that certain of such payments will be made following the Closing (including in accordance with clause (g) below, the Benefits Side Letter and the Employees Side Letter). (g) Notwithstanding anything to the contrary contained herein, (i) prior to the Closing, Seller shall terminate or cause Scout to terminate the Scout LTIP and, at or as soon as practicable (but not more than five Business Days) after the Closing, Seller shall pay any and all participant account balances and/or other amounts payable to participants under said plan (taking into account whether or not previously vested) in full and final satisfaction of such participants’ rights and interest under and with respect to such plan, (ii) Seller shall have the provisions of this Section 5.10), Business Employees shall be eligible sole obligation to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty account balances of, and make payments to, any Continuing Employees participating in the UMB Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Corporation Deferred Compensation Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence payments shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) the terms of the Codesaid plan, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after Seller shall have sole responsibility for paying employees/participants of any Scout Group Member in any other Nonqualified Deferred Compensation Plan any amounts due or owing or to become due and owing to such employee/participants under any such other plans. Following the Companies have adopted Closing, Scout will provide Seller with employee termination information and such other information as the amendment Seller may reasonably request to enable the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Seller to satisfy its payment obligations to Continuing Employees with under any Nonqualified Deferred Compensation Plan, including, without limitation, the Amendment SummaryUMB Financial Corporation Deferred Compensation Plan. (dh) Notwithstanding the foregoing provisions of or any contrary provision contained in this Agreement, nothing in this Section 5.105.10 shall confer any rights or remedies upon any employee or former employee of Scout, Scout Distributors, any Continuing Employee, or upon any other Person other than the Purchaser parties hereto and the Companies shalltheir respective successors and assigns, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives no provision of this Section 5.10 and is intended to facilitate a transition of coverage for Business Employees amend, or to the Purchaser's Plans. The primary objectives be an amendment to, any of the parties in cooperating Plans. (i) Between the date of this Agreement and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance (or until the earlier termination of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined belowthis Agreement in accordance with Article IX), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plansSeller shall, and shall cause the Purchaser agrees Scout Group and each of its other Affiliates to, use commercially reasonable efforts to reimburse lawfully enforce and prosecute all material terms of each employment agreement or similar agreement with employees of Scout or Scout Distributors, including any Key Employee Agreements then in effect, including all material terms relating to post-employment restrictive covenants. (j) To the Companies for covered claims incurred under such plans during extent any of the Extended Coverage Period and reasonable administrative costs incurred by the Companies Retention Arrangements would expire solely as a result of the coverage passage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on time between the date that the Business Employees become eligible for coverage under the Purchaser's group medical hereof and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans the Seller shall be effective unless and waive any such expiration until it has been set forth in a written agreement duly executed on behalf the earlier of the Companies and Closing or the Purchasertermination of this Agreement in accordance with its terms. (ek) Notwithstanding the foregoing provisions of this Section 5.10The Seller acknowledges and agrees that, effective as of the Closing Closing, the Seller intends for each of the Purchaser and each Scout Group Member to be a third party beneficiary to each of the Subsidiaries shall assume and shall perform or cause their affiliates to performContracts set forth on Schedule 3.17(j) of the Disclosure Schedule, with all of the obligations with respect to the employees Seller’s rights and former employees benefits thereunder and rights of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofenforcement attendant thereto.

Continuing Employees. (ai) Effective as of Following the Closing, Parent will give each Subsidiary employee who shall cease to be a participating employer in have been an employee of the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the or its Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible and who becomes an employee of Parent or its Affiliates (the “Continuing Employees”) full credit for coverage under a service with the Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision required by applicable Law. Effective as of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan)thereafter, the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In additionParent shall, and without limiting shall cause the generality Company and Affiliates of the foregoing: Parent to (ix) each Business Employee shall be given credit for Prior Service for purposes of eligibility use commercially reasonable efforts to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of cause any pre-existing condition limitations, eligibility waiting periods or evidence of insurability requirements under any health plan of the Company, Parent or an Affiliate of Parent extended to the Current Employees after the Closing to be waived with respect to the Current Employees and their eligible dependents to the extent such limitations or requirements had been satisfied or do not apply under an analogous compensation and shall be given credit for amounts paid under a corresponding Company Benefit Plan during benefit plan in which such Current Employees participated immediately prior to the same period Closing, (y) recognize, for purposes of applying deductibles, co-payments annual deductible and out-of-pocket maximums as though such amounts had been limits under its medical, dental and vision and drug plans, deductible and out-of-pocket expenses paid or incurred by Current Employees in accordance the calendar year in which the Closing occurs and (z) fully credit Current Employees for purposes of eligibility and vesting, and for purposes of severance, vacation and/or paid-time-off accrual, for years of service with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of Company prior to the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of extent that such service was recognized under the corresponding Company Plan prior to the Closing for the Current Employee’s participation in any welfare benefit plan or pension plan (taking into account the provisions of this intended to qualify under Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6401(a) of the Code) of Parent (each a “Parent Plan”). For the avoidance of doubt, and no incentive compensation, bonus or similar plan shall constitute a Parent Plan for the Companies shall provide, not later than the Closing Date, all Business Employees with a summary purpose of subclause (the "Amendment Summary"z) that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c5.04(a)(i), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, . (ii) Following the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" Parties agree to reasonably cooperate in all matters reasonably necessary to effect the actions contemplated by this Section 5.04, including furnishing each other with information concerning the Current Employees, applicable compensation and benefit plans, and workers compensation, in obtaining any governmental approvals required hereunder and in addressing inquiries from the Current Employees. (iii) On or within thirty (30) days following the Effective Time, Parent and Parent’s board of directors shall, in exchange for the Company Options held by the Continuing Employees and other service providers identified on Schedule 5.04(a)(iii) (the “Schedule 5.04(a)(iii) Recipients”) that are cancelled in accordance with Section 2.09, grant inducement awards to such Schedule 5.04(a)(iii) Recipients in the form of options to acquire Parent Common Stock or restricted stock units to be settled in Parent Common Stock in the respective amounts shown on such Schedule 5.04(a)(iii). Parent shall take such actions and measures to ensure that such stock grants qualify as inducement grants and shall not be contingent on either there being available shares under a shareholder-approved equity plan of Parent or approval of Parent’s stockholders. All options to acquire Parent Common Stock shall have an exercise price equal to the period commencing on the Closing Date and ending closing price of Parent’s Common Stock on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) grant in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan Section 409A. Vesting and the Deferred Compensation Obligations other principal terms of such inducement awards are set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofon Schedule 5.04(a)(iii).

Continuing Employees. (a) Effective from and after the Closing Date and for a period of one (1) year thereafter, the Acquiror will, or will cause the Surviving Company to, with respect to employees of the Company and its Affiliates who remain employed by the Acquiror, the Surviving Company or its Affiliates as of immediately following the Closing Date (the “Continuing Employees”) (i) maintain base salary levels for the Continuing Employees at levels at least equal to the base salary levels in place immediately prior to the Closing, each Subsidiary shall cease to be a participating employer ; (ii) provide target annual cash incentive compensation opportunities and commission opportunities for the Continuing Employees that are no less favorable in the Company Benefit Plans aggregate than the target annual cash incentive compensation opportunities and commission opportunities in place immediately prior to the Closing; and (iii) provide the Continuing Employees (and their eligible dependents, as applicable) with eligibility for benefits (other than severance and equity-based benefits) that are no less favorable in the aggregate to the benefits (excluding severance and equity-based benefits) in effect at the Company Benefit Plans which are sponsored by or its Affiliates as of immediately prior to the Subsidiaries solely for Closing; provided, however, that nothing in the benefit preceding or any other provision of employees this Agreement will obligate Acquiror to continue the employment of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or any employee after the Closing Date, the Subsidiaries shall have no obligations for any period of time or liabilities to, under or with respect to continue any Company Benefit specific Plan, other than the Subsidiary Benefit Plans. (b) For periods To the extent that a Plan or a comparable employee benefit plan of the Acquiror or an Affiliate of the Acquiror (the “Comparable Plan”) is made available to any Continuing Employee at or after the Closing, the Purchaser Acquiror will provide (or and the Acquiror will cause the Surviving Company to) use commercially reasonable efforts to cause to be provided) granted to each employee of any of the Subsidiaries who continues his or her employment such Continuing Employee credit for all service with the Subsidiaries Company or the Purchaser after the Closing any Affiliate (the "Business Employees"and their respective predecessors) employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual, but excluding for purposes of any defined benefit pension plan or vesting of any equity or incentive compensation), except that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, the Acquiror shall, or shall cause the Surviving Company to, use commercially reasonable efforts to: (i) waive for each Continuing Employee any waiting period or other restriction that would prevent immediate participation in any and all employee benefit plans sponsored by the Acquiror or the Affiliate employing the Continuing Employee, as applicable (other than the Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any New Plan replaces coverage pursuant to a Comparable Plan in which such Continuing Employee participates or is eligible to participate as of immediately before the Closing (such plans, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability or other welfare benefits to any Continuing Employee, waive all waiting periods, pre-existing conditions or limitations, physical examination requirements, evidence of insurability requirementsrequirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the application portion of any pre-existing condition limitations and shall the plan year of the Old Plan ending on the date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit for amounts paid under a corresponding Company Benefit pursuant to such New Plan during the same period for purposes of applying deductiblessatisfying all deductible, co-payments payments, coinsurance and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with the terms and conditions such New Plan. Any vacation or paid time off that a Continuing Employee has accrued on account of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any period as of the Business Employees at any time after Closing Date but has not used as of immediately prior to the Closing will be credited to such Continuing Employee following the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject Notwithstanding anything to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically contrary set forth in this Section 5.10Agreement, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (eneither this ‎Section 5.15(c) Notwithstanding the foregoing nor any provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates Agreement relating to perform, all of the obligations with respect Plans will be deemed to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; providedguarantee employment for any period of time for, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict preclude the ability of the Purchaser Acquiror, the Company or any Subsidiary of their respective Affiliates to terminate terminate, any Continuing Employee for any reason; (ii) require the Acquiror, the Company or any of their respective Affiliates to continue any Plan or prevent the amendment, modification or termination thereof after the Closing; (iii) create any third party beneficiary rights in any Person; or (iv) be construed as an amendment or other modification of a Plan or any other employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. Upon the Formation Date, EOP OP will pay with respect to employees transferring from Cornerstone or EOP to the Company or one of its Affiliates, (a) Effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans an aggregate sum equal to the number of hours of accrued vacation time being carried over by each such transferring employee, (other than Company Benefit Plans which are sponsored but not to exceed the hours of carried over accrued vacation time identified on Exhibit I) multiplied by such employee's hourly salary rate, (b) to any such employee the Subsidiaries solely number of accrued vacation hours (but not to exceed the accrued vacation hours specified on Exhibit I) at such rate that such employee elects not to carry over, and (c) as and when any such employee (but, for the benefit Wilsxx Xxxncipals, only during the two years following the Formation Date and only up to a maximum of employees ten days per Wilsxx Xxxncipal) uses sick leave carried over to the Company from Cornerstone, a sum equal to such hours of carried-over sick leave so taken (but not to exceed the Subsidiaries hours of sick leave for such employee identified on Exhibit I) multiplied by such employee's hourly rate. Notwithstanding anything to the contrary herein, EOP shall not be responsible for any accrued vacation hours (the "Subsidiary Benefit Plans"whether under clause (a), clause (b) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or otherwise) with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee person to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to vacation hours exceed those provided specified on Exhibit I with respect to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service")person. In addition, and without limiting unless the generality total amounts in such employees' existing 401(k) plans (including the unvested employer contributions) can be carried over to the Company's new 401(k) plans, EOP OP will pay the Company the aggregate amount of unvested employer contributions lost by such employees from their existing 401(k) plans, which the Company will contribute to the new 401(k) plans of such employees. Prior to the date the Company or its Affiliate pays bonuses to its employees for the year 2000, EOP will pay the Company (or its Affiliate) a sum equal to $477,690, which represents 171/366 of the foregoing: (i) each Business Employee shall be given credit aggregate target bonuses established by Cornerstone for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of transferring employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Periodyear 2000. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and EOP will not the Companies) shall be responsible for reimbursing the entire amount Company for any extra level of any Gross-Up Payments (as such term is defined benefits to which transferring employees may be entitled in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect future due to the Retention Plan fact that the Company will give such employees credit for time employed by Willxxx Xxxxxx & Xssociates and the Deferred Compensation Obligations set forth in the immediately preceding sentenceCornerstone, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate Affiliate thereof acquired by or merged into EOP or any employee benefit plan, policy, program or arrangement after Affiliate thereof in determining the Closing Date in accordance with the terms thereoflevel of such benefits.

Continuing Employees. (a) Effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of All employees of the Subsidiaries (Company who shall continue in employment with the "Subsidiary Benefit Plans")) and, on or after Buyer following the Closing DateDate (collectively, the Subsidiaries “Continuing Employees”) shall have no obligations participate in the health, welfare and other benefit programs of the Buyer that in the aggregate are substantially equivalent to those applicable to employees of the Buyer in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits), provided, however, that nothing herein contained shall affect the ability of Buyer and Parent to amend, modify or liabilities toterminate any health, under welfare or other benefit plan so long as the resulting changes affect all employees and not just the Continuing Employees. The Buyer and the Company agree that where applicable with respect to any Company Benefit Planwelfare benefit plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (including without limitation medical or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee dental benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan)Buyer, the Purchaser Buyer shall give (or cause use commercially reasonable efforts to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of waive any pre-existing condition limitations exclusion and actively-at-work requirements (provided, however, that no such waiver shall be given credit for amounts paid under apply to a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, copre-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment existing condition of any of the Business Employees at any time after the ClosingContinuing Employee who was, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate excluded from participation in a defined contribution plan maintained by the Purchaser Company by virtue of such pre-existing condition) and similar limitations, eligibility waiting periods and evidence of insurability requirements under any of the group health plans of the Buyer. The Buyer shall provide that any covered expenses incurred on or its affiliates in whichbefore the Closing Date by the Continuing Employees or such employees’ covered dependents shall be taken into account for purposes of satisfying applicable deductible, subject coinsurance and maximum out-of-pocket provisions after the Closing Date to the terms and conditions of same extent as such plan (taking expenses are taken into account for the provisions benefit of this Section 5.10), Business similarly situated employees of the Buyer. Service of the Continuing Employees shall with the Company will be eligible credited for purposes of determining eligibility to participate (and vesting purposes in the "Purchaser's Defined Contribution Plan"). The Companies maintain health, welfare and other benefit programs of Buyer to the Liberty Financial Companiesextent such service was recognized under similar health, Inc. Savings welfare and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as other benefit programs of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described Company in the preceding sentence shall be made which such Continuing Employees participated in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject prior to the provisions of this Section 5.10(c)Closing, the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that in no transfer event shall such crediting of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date service result in duplication of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summarybenefits. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective Subject to the terms and conditions of this Section 9.03, not later than fifteen (15) days prior to the Closing Date, Buyer may make a written offer of employment with Buyer or an Affiliate thereof to each Available Employee of its choosing (an “Employment Offer”), which shall provide (i) for an annualized base salary or hourly base wage, as of applicable, and (ii) that if the Closing, each Subsidiary shall cease to be a participating employer in Employment Offer is accepted and such Available Employee assumes employment with Buyer or the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, applicable Affiliate thereof on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Available Employee shall be given credit for Prior Service for purposes deemed to be an employee of eligibility to participateBuyer (a “Continuing Employee”), satisfaction either (A) effective as of any waiting periods12:01 a.m. Central Standard Time on the Closing Date or if later, evidence of insurability requirementsthe date he or she assumes employment with Buyer, or the application (B) if such Available Employee is on an approved leave of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective absence as of the Closing Date, effective upon such Available Employee’s return to work date, provided that Buyer shall condition an offer to any such Available Employee on such Available Employee returning to work within six (6) months following the Purchaser Closing Date or such later time as may be required by Applicable Law (such applicable effective date with respect to each Continuing Employee, the “Employment Date”). Buyer shall establish notify Seller in writing at least five (5) days prior to the Closing Date of each Available Employee who has accepted an Employment Offer and, on the Closing Date, and of each Available Employee who has not received or designate rejected (or not timely responded to) an Employment Offer. (b) Seller shall, subject to Applicable Law, provide Buyer or its Affiliate, as applicable, with all data and information reasonably requested in writing by Buyer to enable Buyer to comply with this Section 9.03(b). Buyer shall cause (i) a tax-qualified defined contribution plan maintained by (the Purchaser “Buyer 401(k) Plan”) to accept the direct rollover of each Continuing Employee’s account distributed from the tax-qualified defined contribution plan (including any notes representing participant loans) of Seller or its affiliates in whichAffiliate, subject as applicable (the “Seller 401(k) Plan”) (but only to the terms and conditions extent the fiduciary of the Buyer 401(k) Plan consents to accepting such plan (taking into account the provisions of this Section 5.10rollover), Business Employees shall and (ii) each Continuing Employee to be eligible to participate in the Buyer 401(k) Plan as soon as reasonably practicable immediately following the Employment Date. Seller shall take all action necessary to provide that each Continuing Employee becomes fully vested in his or her account balance under the Seller 401(k) Plan and any other Seller Benefit Plan that contains a vesting schedule. (c) To the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as extent required by Section 4980B of the date hereof. The Companies agree to take all actions necessary to amend Code and the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms Treasury Regulations thereunder, Buyer shall provide COBRA continuation coverage (within the meaning of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) Section 4980B of the Code, Code and the Companies shall provide, not later than Treasury Regulations thereunder (“COBRA Coverage”)) to each Continuing Employee who experiences a qualifying event following his or her Employment Date for the duration of the period for which such Continuing Employee is entitled to such coverage. On and after the Closing Date, Seller shall provide COBRA Coverage to all Business Available Employees with who do not become Continuing Employees and who experience a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summaryqualifying event. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser Buyer and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements its Affiliates shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental planssolely responsible for, and the Purchaser agrees neither Seller nor any of its Affiliates shall have any obligation whatsoever with respect to, compensation or other amounts payable to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period any Continuing Employee earned with respect to the Purchaser's group medical and dental plans which begins any period relating to service to Buyer or its Affiliates at any time on or after the Closing Employment Date). Except for obligations , and agreements specifically set forth in this Section 5.10Buyer shall pay, no agreement with respect or shall cause to employee benefit plans shall be effective unless paid, all such amounts to all Continuing Employees on and until it has been set forth in a written agreement duly executed on behalf of after the Companies and the PurchaserEmployment Date. (e) Notwithstanding the foregoing provisions Seller and its Affiliates shall be solely responsible for, and neither Buyer nor any of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries its Affiliates shall assume and shall perform or cause their affiliates to perform, all of the obligations have any obligation whatsoever with respect to, compensation, severance or other amounts payable to the employees and former employees of the Subsidiaries (other than persons any Available Employee that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and is not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofa Continuing Employee.

Continuing Employees. (a) Effective as of the Closing, each Subsidiary shall cease to be a participating employer Except in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit case of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) andEU Transferring Employees, on or after the Closing Date, the Subsidiaries Purchaser shall have no obligations or liabilities the right to recruit, make offers of post-Closing employment with Purchaser and its Subsidiaries to, under or with respect and to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide employ (or cause a Subsidiary of Purchaser to be providedemploy) to each employee of any of (following the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees"Closing) employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans as Purchaser shall designate in their sole discretion, and Seller shall (and shall cause its Subsidiaries to) cooperate with and facilitate Purchaser’s review of and contacts with Business Employees for possible post-Closing employment; provided, that Purchaser shall make offers of post-Closing employment to substantially all (which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any in no event shall be less than ninety-five percent (95%) of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual employees identified or eligibility purposes under any defined benefit pension plandescribed in Schedule 5.7(a), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without Without limiting the generality of the foregoing: , Seller shall (and shall cause its Subsidiaries to) (i) each provide Purchaser and its Representatives with access to Business Employees who wish to meet with Purchaser during normal business hours for the purpose of conducting meetings and interviews and (ii) provide prompt written notice to Purchaser of any Business Employees who notify Seller or any of its Subsidiaries that such Business Employee (A) intends to terminate, or terminates, his or her employment with Seller or its Subsidiaries (as applicable) except in connection with such employee’s acceptance of employment with Purchaser or its Subsidiaries (as applicable) or (B) intends to not accept Purchaser’s offer of employment or intends to accept Purchaser’s offer of employment and subsequently terminate such employment after the Effective Time. Prior to the Closing, any personal information (as defined by applicable privacy Laws) about Business Employees which is disclosed to Purchaser by Seller for the purposes contemplated in this Section 5.7(a) or for any other purposes contemplated by this Agreement, shall be given credit held by Purchaser in strict confidence and shall not be used, disclosed or retained by Purchaser for Prior Service any other purposes, and shall otherwise be handled by Purchaser in compliance with applicable privacy Laws. Promptly following the execution and delivery of this Agreement, and in any event no later than seven (7) calendar days (or such longer period as may be required by applicable Law) prior to the Closing, Purchaser shall deliver, in writing, an offer of employment to the Business Employees identified or described in Schedule 5.7(a), such employment to commence on the day immediately following the Closing, subject to Purchaser’s standard conditions for purposes employees in each applicable jurisdiction (the employees accepting such offers of eligibility employment, together with the EU Continuing Employees, being referred to participateherein as the “Continuing Employees”). The terms offered to each such Business Employee will be on terms that are not less favorable, satisfaction in the aggregate, for each such Business Employee, than the terms applicable to such employee summarized in a confidential letter delivered by Purchaser to Seller concurrently with the execution and delivery of any waiting periodsthis Agreement, evidence it being understood that the content of insurability requirements, or the application of any pre-existing condition limitations such letter shall be subject to applicable privacy Laws and shall be given credit for amounts paid under kept strictly confidential by Seller. Purchaser shall deliver to Seller a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions preliminary schedule of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any names of the Business Employees at any time after Continuing Employees, to the extent then known by Purchaser, no later than two (2) calendar days prior to the Closing, so long as the Subsidiaries comply with the applicable terms and a revised final schedule of the Retention Plan. (c) Effective as names of the Closing DateContinuing Employees promptly following the Closing. Such offers will, the where permitted by Law, be on an “at will” basis and otherwise will offer compensation packages commensurate with each Continuing Employee’s experience and proposed title and position with Purchaser. Purchaser and Seller shall establish abide by any local or designate a defined contribution plan maintained by the Purchaser country-specific notification or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS consultation requirements with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence Continuing Employees and shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary use their commercially reasonable efforts to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of applicable Business Employees to be transferred from accept such offers and to consent to any changes in terms of employment. Seller shall provide Purchaser with reasonable advance notice of any proposed written communication to or with Continuing Employees regarding the trustee effects of the Companies' Defined Contribution Plan transactions contemplated by this Agreement on the Continuing Employees and reasonable opportunity to review and comment on such communications. Seller hereby consents to the trustee hiring by Purchaser or a Subsidiary of Purchaser of the Purchaser's Defined Contribution Plan; providedContinuing Employees and waives, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and employment by Purchaser or a Subsidiary of Purchaser of the Companies Continuing Employees, any claims or rights that Seller or any Subsidiary may have taken all actions required against Purchaser or any of its Subsidiaries, against any of its or their Representatives or against any Continuing Employee hired by the IRS as a condition of such favorable determination letterPurchaser under any non-competition, confidentiality or employment agreement, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10otherwise under any applicable Law, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage Purchaser’s employment of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation ObligationsContinuing Employee; provided, however, that the Companies foregoing shall pay and perform all obligations to not constitute a waiver of any claim or right that Seller or any of its Subsidiaries may have against any such persons Continuing Employee under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock)any such confidentiality agreement, and the Companies acknowledge and agree that none of the or against Purchaser or any of its Subsidiaries or their Representatives pursuant to the Subsidiaries are assuming any obligations with respect to such provisions; providedconfidentiality provisions of this Agreement or the Ancillary Agreements, further, that as a result of the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" unauthorized disclosure (in each case, as defined in Section 280G violation of the Codesuch agreement) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect of confidential information not related to the Retention Plan and Business, the Deferred Compensation Obligations set forth in Purchased Assets or the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofAssumed Liabilities.

Continuing Employees. (ai) Effective During the eighteen (18) month period commencing on the Closing Date or such shorter period as the applicable employee may be employed, Buyer and its Affiliates shall provide to each Company Employee a base salary or wage rate and annual cash bonus opportunity at least equal to such Company Employee’s base salary or wage rate and annual bonus opportunity in effect as of immediately prior to the Closing and benefits that are, in the aggregate, substantially no less favorable than those in effect immediately prior to the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (bii) For periods after purposes of eligibility and vesting under the Closingcompensation and benefit plans, programs agreements and arrangements of Buyer or its Affiliates in which the Purchaser will provide (Company Employees participate or cause are eligible to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser participate after the Closing (the "Business Employees") employee “New Plans”), and benefit plansaccrual solely for purposes of determining accrual of vacation and severance benefits under New Plans, agreementsif applicable, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business each such Company Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes credited with his or her years of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Acquired Companies or a Subsidiary has previously granted any of their respective Affiliates as of the Business date hereof (including any predecessor) before the Closing, to the same extent as such Company Employee with service was entitled, before the Closing, to credit for comparable benefit purposes such service under a corresponding any similar Company Benefit Plan ("Prior Service")Plan. In addition, and without limiting the generality of the foregoing: (iA) each Business Company Employee shall be given credit for Prior Service immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (B) for purposes of eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participateany Company Employee, satisfaction of any waiting periods, evidence of insurability requirements, Buyer or the application of any its Affiliates shall cause all pre-existing condition limitations exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents to the extent such exclusions or requirements were waived or satisfied under the comparable Company Benefit Plan, and Buyer or its Affiliates shall be given credit for amounts paid cause any eligible expenses incurred by such Company Employee and his or her covered dependents under a corresponding Company Benefit Plan during the same period portion of the plan year prior to the Closing to be taken into account under such New Plan for purposes of applying deductiblessatisfying all deductible, co-payments insurance, co-payment and maximum out-of-pocket maximums requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with such New Plan. (iii) Notwithstanding anything in this Section 5.10(b), the terms and conditions of employment for any Company Employees that are governed by a collective bargaining agreement immediately prior to the Purchaser's PlansClosing Date shall continue to be governed by such collective bargaining agreement as of the Closing until the expiration, termination or modification of such agreement in accordance with its terms or applicable Law. This Section 5.10 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.10 or any other provision in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.10 or any other provision of this Agreement or is intended to be, shall constitute or be construed as an amendment to or modification of the Company Benefit Plans or any other employee benefit plan or arrangement of Sellers, the Acquired Companies, the JV, Buyer or their respective Affiliates, unless this Agreement explicitly states that the provision “amends” such Company Benefit Plan, or any other employee benefit plans or arrangements, or limit in any way the right of Sellers, the Acquired Companies, the JV, Buyer or any of their respective Affiliates to amend, modify or terminate any Company Benefit Plan or any other employee benefit plans or arrangements. This shall not prevent the parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other party shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to such Company Benefit Plan or arrangement. If a party not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to such Company Benefit Plan or arrangement and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision shall lapse retroactively as of its inception, thereby precluding it from having any amendatory effect. Nothing in this Section 5.10 or any other provision in this Agreement shall prevent Purchaser confer upon any Company Employee any right with respect to continuance of employment by Buyer or any Affiliate or limit the Subsidiaries from terminating right of Buyer or its Affiliates to terminate the employment of any of the Business Employees Company Employee at any time after following the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which as of the date of this Agreement are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Purchaser and the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans, including without limitation any responsibility as alleged successor or otherwise for the provision of COBRA under any group health plan which is a Company Benefit Plan but not a Subsidiary Benefit Plan. The Company will take all action necessary or appropriate so that each Business Employee (as defined in Section 5.11(b) below) will be fully vested in his or her accrued benefit under the Company's Pension Plan as of the Closing Date. (b) For all periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the corporate level employee benefits maintained from time to time by the Purchaser for its similarly situated corporate level employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and benefits, (iiiii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date, and (iii) for purposes of the "substantially comparable" requirement set forth in the first sentence of this Section 5.11(b), any continuation of a Subsidiary Benefit Plan will be considered the provision of benefits of the type addressed by such Plan which are substantially comparable to the Purchaser's corporate level benefits of the same type. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of the benefits depend on length of service for eligibility and vesting purposes and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service as of the Closing Date with the Companies and Company, LFS and/or the Subsidiaries and for any additional periods for which the Companies or Company, LFS and/or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 5.11 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a one or more defined contribution plan plans maintained by the Purchaser or its affiliates (which may include Subsidiary Benefit Plans) in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.105.11), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain Company sponsors the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications). Subject to the provisions of this Section 5.10(c5.11(c), the Companies Company and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and and, to the extent of the assets transferred, the liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided. However, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfertransfer and further Purchaser's Defined Contribution Plan shall not be required to accept any transfer of assets or liabilities unless the effective date thereof, determined under this Section 5.11(c), is within six (6) months of the Closing Date. The assets to be transferred pursuant to the preceding sentence shall consist solely of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections Section 411(d)(6) and 414(l414(1) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until before the latest of (i) the Closing Date, (iiu) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan Plan, which letter addresses said Plan's compliance with applicable law through the effective date of the transfer, and the Companies have Company has taken all actions required by the IRS as a condition of such favorable determination letter, or and (iii) 90 days after the Companies Company shall have adopted provided the Purchaser with such evidence as it may reasonably request to establish both (A) that as of the effective date of the transfer Purchaser's Defined Contribution Plan will have no obligation to offer any annuity form of distribution with respect to the accrued benefits then to be transferred and (B) that Business Employees have been provided with a summary of any plan amendment necessary to eliminate all annuity forms of distribution from the Companies' Defined Contribution Plan which eliminates all annuity forms and that satisfies the requirements of distribution ERISA and have provided Business Employees with the Amendment Summaryapplicable Department of Labor regulations relating to summaries of material modifications. (d) Notwithstanding the foregoing provisions of this Section 5.105.11, the Purchaser and the Companies Company shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve further agreements relating to the objectives establishment of this Section 5.10 and and/or the transition or transfer of employee benefit plans; such further agreements may include, without limitation, arrangements intended (i) to facilitate a transition of coverage for Business Employees to the Purchaser's Plansestablishing the Purchaser's Plans relating to the Business Employees on or as of the Closing Date; (ii) to enable the Purchaser or any Subsidiary to continue participation in any Company Benefit Plan for a specified period after the Closing Date; (iii) to transfer from the Company to the Purchaser or any Subsidiary after the Closing Date a portion or all of the assets or liabilities or any policies, contracts or other properties, rights or obligations of any Company Benefit Plan; provided, however, that any such transfer shall be effected in a manner that is consistent with the best interests of all participants in the applicable Company Benefit Plan. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance Date and to provide for transfers of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental planselements of Company Benefit Plans where such transfers shall be beneficial to employees and not unduly costly or otherwise burdensome to the Company and/or LFS, and the Purchaser agrees to reimburse the Companies for covered claims incurred under Purchaser, any Subsidiary or any other participants in such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage PeriodCompany Benefit Plans. For purposes The foregoing provisions of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.105.11(d) notwithstanding, no such further agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies Company and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.105.11, as of the Closing each of the Purchaser and the Subsidiaries shall assume pay and shall perform or cause their affiliates to pay and perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC the Company has transferred to LFC the Company or to direct or indirect subsidiaries of LFC the Company other than the Subsidiaries) under each of (i) Sections 2 and 6 of the Retention Plan (pertaining to severance and Gross-Up Payments (as such term is defined in the Retention Plan)) and (ii) the Deferred Compensation Obligations; provided, however, that the Companies Company shall pay and perform all obligations to such persons under Sections 3, 4 and 5 of the Retention Plan (pertaining to retention bonuses, stock options and restricted stock), and the Companies acknowledge Company acknowledges and agree agrees that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the CompaniesCompany) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in Payments. In addition, the Company shall be responsible for the payment of a pro-rata portion of any 2001 bonuses for the period prior to the Closing Date and the Purchaser shall be only be responsible for the payment of that portion of any 2001 bonuses applicable to the period after the Closing Date. The Company shall administer the Retention Plan)Plan in accordance with the terms thereof and, following the Closing, shall (to the extent it continues to administer the Retention Plan with respect to the Business Employees) shall consult with the Purchaser before making any determinations thereunder. The Companies Purchaser shall provide reasonable administrative assistance to the Company in connection with the making of payments pursuant to Sections 3, 4 and 5 of the Retention Plan and payments of bonuses pursuant to the immediately preceding sentence. The Company and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38); provided that all parachute payments made or to be made to (or for the benefit of) that individual, including, without limitation, any Gross-Up Payments, shall be taken into account for purposes of such allocation. Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) 5.11 shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof. No Business Employee's election to defer the receipt of compensation shall cause the Purchaser to become responsible for any payment of compensation under the Retention Plan for which the Company is otherwise responsible under this Agreement. To effect any such deferral for which the Company is responsible, the Company shall make the payment to the Purchaser of the amount otherwise due to the Business Employee at the time otherwise due to the Business Employee absent the deferral; the Purchaser or the Subsidiaries shall pay or cause to be paid to such Business Employee in accordance with the terms of the applicable deferral arrangement such amount, together with all interest and investment increment due thereon, at the time due under such Business Employee's deferral election. The Company agrees that after the Closing it will retain in a segregated account funds sufficient to satisfy its obligations under Section 3 of the Retention Plan.

Continuing Employees. (a) Effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) During the Purchaser one (1)-year period commencing at the Effective Time or such shorter period as the applicable employee may be employed, Parent shall not be required provide or shall cause the Surviving Corporation to provide coverage under a defined benefit pension plan to each person who is an employee of the Company or any Business Employee who was not a member of a class of employees who, its Subsidiaries immediately prior to the Closing DateEffective Time and who continues as an employee of the Surviving Corporation or any of its affiliates (each, was eligible for coverage under a “Company Benefit Plan which was Employee”) a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee base salary or wage rate and annual cash bonus opportunity at least equal to the extent the provision Company Employee’s base salary or wage rate and annual bonus opportunity in effect as of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. Effective Time and benefits (other than with respect to equity or equity based-awards) that are, in the aggregate, substantially no less favorable than those in effect immediately prior to the Effective Time. (ii) For the purposes of any of the Purchaser's Plans for which eligibility and vesting under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Surviving Corporation or any respective Subsidiary and Affiliate thereof providing benefits depend on length to any Company Employees after the Merger Closing (the “New Plans”), and benefit accrual solely for purposes of determining accrual of vacation and severance benefits under New Plans, if applicable, each Company Employee shall be credited with his or her years of service and for all other benefits for which benefit levels depend on length of service with the Company (but not benefit accrual or eligibility purposes under including any defined benefit pension planpredecessor), the Purchaser shall give Company Subsidiaries and their respective Affiliates (or cause and any additional service with any predecessor employer) before the Merger Closing, to be given) the same extent as such Company Employee was entitled, before the Merger Closing, to each continuing Business Employee full credit for past such service with the Companies and the Subsidiaries and for under any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding similar Company Benefit Plan ("Prior Service")Plan. In addition, and without limiting the generality of the foregoing: (i) each Business Company Employee shall be given credit for Prior Service immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participateany Company Employee, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any Parent shall cause all pre-existing condition limitations exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent such exclusions or requirements were waived or satisfied under the comparable Company Benefit Plan, and Parent shall be given credit for amounts paid cause any eligible expenses incurred by such employee and his or her covered dependents under a corresponding Company Benefit Plan during the same period portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of applying deductiblessatisfying all deductible, co-payments insurance, co-payment and maximum out-of-pocket maximums requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with such New Plan. (iii) Notwithstanding anything in this Section 6.9, the terms and conditions of employment for any Company Employees that are governed by a collective bargaining agreement immediately prior to the Purchaser's Plans. Nothing in this Section 5.10 Merger Closing shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective continue to be governed by such collective bargaining agreement as of the Merger Closing Dateuntil the expiration, the Purchaser shall establish termination or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions modification of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made agreement in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and its terms or applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment SummaryLaw. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (ai) Effective as On or prior to the Termination Date, AmTrust shall make offers of employment to the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries set forth on Schedule D hereto (the "Subsidiary Benefit PlansContinuing Employees"); provided, that nothing in this Section 3(g)(i) andshall be deemed to limit the right of AmTrust or any of its Affiliates to (A) terminate the employment of any Continuing Employee at any time, on (B) change or after modify the Closing Date, the Subsidiaries shall have no obligations terms or liabilities to, under conditions of employment for any Continuing Employee or (C) change or modify any benefit plan in accordance with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plansits terms. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: , with respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by AmTrust or its affiliates ("AmTrust Benefit Plans") in which a Continuing Employee may be eligible to participate on or after the Closing, (i) each Business Continuing Employee and their covered dependents shall be given credit for Prior Service immediately eligible to participate, without any waiting time, in any and all AmTrust Benefit Plans to the extent coverage under such AmTrust Benefit Plans is comparable to a benefit plan in which the Continuing Employee participated immediately before the Closing; and (ii) AmTrust shall waive, or use commercially reasonable efforts to cause its insurance carrier to waive, any limitations on benefits relating to pre-existing conditions (if any) with respect to participation and coverage requirements applicable to Continuing Employees and their covered dependents under AmTrust Benefit Plans to the same extent such limitations are waived under any benefit plan in which the Continuing Employee participated immediately before the Closing and shall recognize, for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments annual deductible and out-of-pocket maximums as though such amounts had been limits under its medical, dental, pharmaceutical and/or vision plans, deductible and out-of-pocket expenses paid by Continuing Employees and their covered dependents in accordance with the terms and conditions respect of the Purchaser's Plans. Nothing relevant benefit plan in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of calendar year in which the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summaryoccurs. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (ai) Effective All employees of the Company as of immediately prior to the Closing, each Subsidiary and who continue employment immediately following the Closing, shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of continue as employees of the Subsidiaries Company immediately following the Closing (the "Subsidiary Benefit Plans"each, a “Continuing Employee”)) and, on or after . As of the Closing Date, the Subsidiaries Buyer shall have no obligations or liabilities toprovide, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause the Company to be provided) to each employee of any of the Subsidiaries who continues his or her employment provide, Continuing Employees with the Subsidiaries or the Purchaser after the Closing (the "Business Employees"i) employee benefit plans, agreements, programs, policies and arrangements (benefits that in the "Purchaser's Plans") that aggregate are substantially comparable in the aggregate to the employee benefits maintained from time received by similarly situated employees of Buyer and (ii) base salary or wage rates and other compensation (including an annual cash bonus opportunity, opportunities for commissions and other incentive compensation) that in the aggregate are substantially comparable to time such compensation provided to each such Continuing Employee by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, Company immediately prior to the Closing Date; provided, was eligible however, that no equity or equity-based compensation provided by Company to any Continuing Employee shall be taken into account and Buyer shall have no obligation to provide equity or equity-based compensation to any Continuing Employee. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Agreement or any Transaction Document shall (x) limit the ability of Buyer or the Company to terminate the employment relationship of any Continuing Employee at any time and for coverage under any reason, including without cause (subject to the terms of any applicable employment Contract), (y) be deemed to be a guarantee of employment or otherwise obligate Buyer or the Company Benefit to retain any Continuing Employee, or (z) be deemed to amend any Plans or limit, in any respect, the right of Buyer or any of its Affiliates (including the Company) to change or modify any Plan which was a defined benefit pension plan, in accordance with its terms. (ii) For all purposes under the Purchaser shall not employee benefit plans, programs and arrangements established or maintained by Buyer or its Affiliates in which Continuing Employees may be required eligible to provide any benefit to any Business Employee participate after the Closing (the “New Benefit Plans”), to the extent permitted by the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser applicable plan, each Continuing Employee shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under credited with the same amount of service as was credited by the Company Benefit Plans which are employee welfare benefit plans immediately prior to as of the Closing Date. For the under similar or comparable Plans (including for purposes of any of the Purchaser's Plans for which eligibility to participate, vesting and vesting of benefits depend on length eligibility to receive benefits); provided, that such crediting of service and for all other benefits for which shall not operate to duplicate any benefit levels depend on length or the funding of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service")benefit. In addition, and without limiting the generality of the foregoing: , (i) with respect to any New Benefit Plans in which the Continuing Employees may be eligible to participate following the Closing, Buyer and its Affiliates shall use commercially reasonable efforts to cause each Business Continuing Employee shall to be given credit for Prior Service immediately eligible to participate in such New Benefit Plans, without any waiting time, to the extent coverage under such New Benefit Plans replaces coverage under a similar or comparable Plan in which such Continuing Employee was eligible to participate immediately before such commencement of participation (such plans, collectively, the “Old Benefit Plans”) and (ii) for purposes of eligibility each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to participateany Continuing Employee, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any Buyer and its Affiliates shall use commercially reasonable efforts to cause all pre-existing condition limitations exclusions and shall be given credit for amounts paid under a corresponding Company actively-at-work requirements of such New Benefit Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable Plan. Buyer and its Affiliates shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the same period portion of the plan year of the Old Benefit Plan ending on the date such Continuing Employee’s participation in the corresponding New Benefit Plan begins to be taken into account under such New Benefit Plan for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with the terms such New Benefit Plan. Subject to applicable Law, Sellers shall provide Buyer, its Affiliates and conditions of the Purchaser's Plans. Nothing their respective service providers with access, on a Schedule to be mutually agreed in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closinggood faith, so long as the Subsidiaries to (i) all information reasonably requested by Buyer and its service providers to allow Buyer to comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan"8.8(a) and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 employees of the Retention Plan Company for purposes of communicating with such employees regarding the New Benefit Plans and facilitating enrollment therein. (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companiesiii) This Section 8.8(a) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies binding upon and the Purchaser shall allocate the "base amount" of parachute payments made or inure solely to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan Parties and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e8.8(a), expressed or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 8.8(a). Without limiting the foregoing, no provision of this Section 8.8(a) shall will create any third party beneficiary rights in any way restrict the ability current or former employee, director or consultant of the Purchaser any Company in respect of continued employment (or resumed employment) or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofother matter.

Continuing Employees. (a) Effective as of During the one year period following the Closing, Parent shall, or shall cause one of its Affiliates to provide each Subsidiary shall cease to be a participating employer in of the Company Benefit Plans Employees who continue in employment with the Company and its Subsidiaries following the Closing (each, a “Continuing Employee”) with annual base compensation or wages, as applicable, and employee benefits (other than Company Benefit Plans which under any defined benefit pension plans and equity compensation plans and arrangements) that are sponsored at least as favorable, in the aggregate, to those provided by the Parent and its Subsidiaries solely for the benefit of to similarly situated employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or Parent and its Subsidiaries. From and after the Closing Date, Parent shall (or shall cause one of its Affiliates to) use reasonable best efforts to provide the Subsidiaries shall have no obligations or liabilities to, under or Continuing Employees with respect to any Company Benefit Plan, service credit for all purposes (other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of benefit accrual under any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan) under any employee benefit plan that is maintained, (ii) the Purchaser shall not be sponsored, contributed to or required to provide be contributed to or entered into by Parent or any of its Affiliates for the benefit to of any Business Employee current or former employee, officer or other service provider of Parent or any of its Affiliates to the same extent the provision of as such benefit would result Continuing Employee was entitled to service credit under any equivalent Employee Plan in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans Continuing Employee participated immediately prior to the Closing Date. For the purposes of Parent shall use reasonable best efforts to ensure that any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which employee benefit levels depend on length of service (but plans sponsored by Parent shall not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give deny Continuing Employees (or cause to be giventheir eligible dependents) to each continuing Business Employee full credit for past service with who participate in such employee benefit plans coverage on the Companies and the Subsidiaries and for any additional periods for which the Companies or basis of a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations or actively-at-work requirement (except to the extent such pre-existing condition or actively-at-work requirement applied under a similar Employee Plan immediately prior to such Continuing Employee’s (or eligible dependents’) eligibility for such employee benefit plan), and shall be given use reasonable best efforts to cause the employee benefit plans sponsored by Parent to credit Continuing Employees (and their eligible dependents) for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying any deductibles, co-payments and out-of-pocket maximums as though expenses paid in the plan year in which the Closing occurs prior to the Closing, to the same extent such amounts had been paid credit was given for the current plan year, under a similar Employee Plan. Following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all Employee Plans and each written Contract set forth on Schedule 4.10(a) between the Company or any of its Subsidiaries, on the one hand, and any Continuing Employees, on the other hand, in accordance with the terms and conditions of the Purchaser's Planstheir respective terms. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the The provisions of this Section 5.10), Business Employees 7.11(b) shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject apply to the provisions extent that application would result in a duplication of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transferbenefits. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentenceforegoing, nothing in this Section 5.10(eAgreement (i) shall in any way restrict require Parent, the ability of the Purchaser Surviving Corporation or any Subsidiary of their Subsidiaries to terminate continue to employ any particular Company Employee or (ii) shall be construed to prohibit Parent, the Surviving Corporation or any of their Subsidiaries from amending or terminating any employee benefit planplan of the Parent, policythe Company, program or arrangement after the Closing Date in accordance with the terms thereofany of their respective Subsidiaries.

Continuing Employees. (a) Effective as For a period of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans at least one (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")1) and, on or after year following the Closing Date, Buyer shall provide, or shall cause the Subsidiaries shall have no obligations Company to provide, to the Continuing Employees (so long as they are employees) compensation that is, in the aggregate, at least as favorable to such employees as the compensation the Company provided to such employees immediately prior to the Closing (including bonuses, commissions and/or other incentive opportunities at their respective target opportunity levels, but excluding (i) all items of equity compensation and related plans or liabilities to, under or programs and (ii) with respect to any Company Benefit PlanXxxx Xxxx, other than the Subsidiary Benefit Planslife insurance policy maintained for him by the Company). (b) For periods after a period of at least one (1) year following the Closing Date, Buyer shall provide, or shall cause the Company to provide, to the extent possible within Buyer’s current plans available through its carriers, to the Continuing Employees (so long as they are employees) employee benefits that, in the aggregate, are at least as favorable to such employees and their dependents as the benefits the Company provided to such employees and their dependents immediately prior to the Closing. Continuing Employees shall receive credit for the purposes of eligibility to participate and vesting (but not for benefit accruals) under any plan or other program maintained by the Company as of the Closing Date for service accrued or deemed accrued prior to the Closing with the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the Purchaser will provide (funding of any such benefit. In addition, Buyer shall waive, or cause to be provided) waived, any limitations on benefits relating to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during conditions to the same period extent such limitations are waived under any comparable plan of Buyer or its Subsidiaries and recognize, for purposes of applying deductibles, co-payments annual deductible and out-of-pocket maximums as though such amounts had been limits under its medical and dental plans, deductible and out-of-pocket expenses paid by the Continuing Employees (effective with their coverage date under Buyer’s plans) in accordance with the terms and conditions of calendar year in which the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention PlanClosing occurs. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates Nothing contained in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of 9.6 (i) shall alter or limit Buyer or the Closing DateCompany’s ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement, (ii) is intended to confer upon any current or former employee of the date on which the IRS issues a favorable determination letter with respect Company any right to the Companies' Defined Contribution Plan and the Companies have taken all actions required employment or continued employment for any period of time by the IRS as a condition reason of such favorable determination letterthis Agreement, or (iii) 90 days after the Companies have adopted the amendment is intended to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. confer upon any individual (d) Notwithstanding the foregoing provisions of this Section 5.10including employees, the Purchaser and the Companies shallretirees, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage or dependents or beneficiaries of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies retirees) any right as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes third-party beneficiary of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective as of the Closing, each Subsidiary shall cease to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or From and after the Closing Date, Parent shall, or shall cause the Subsidiaries shall have no obligations or liabilities Surviving Corporation to, under or with respect provide benefits to any continuing employees of the Company Benefit Planand its Subsidiaries ("CONTINUING EMPLOYEES") that, other in the aggregate, are no less favorable than the Subsidiary Benefit Plansbenefits such Continuing Employees were entitled to immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 4.16 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan With respect to any Business Employee who was not a member benefits plans of a class of employees who, immediately prior to Parent or its subsidiaries in which the Continuing Employees participate after the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension planParent shall, (ii) or shall cause the Purchaser shall not be required to provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and without limiting the generality of the foregoingSurviving Corporation to: (i) each Business Employee waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare benefit plan, as defined in Section 3(1) of ERISA, in which such employees may be eligible to participate after the Closing Date (provided, however, that no such waiver shall be given credit for Prior Service for purposes of eligibility apply to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any a pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the ClosingContinuing Employee who was, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate excluded from participation in a defined contribution Company benefit plan maintained by the Purchaser or its affiliates in whichnature of such pre-existing condition), subject (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the terms and conditions of Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such plan (taking into account the provisions of this Section 5.10), Business Employees shall employees may be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than after the Closing Date, and (iii) recognize all Business service of the Continuing Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c)Company for all welfare benefit purposes, the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of except (i) for those benefit plans of Parent for which the Closing Date, Company Employees were ineligible to participate or for which there are no comparable plans at the Company and (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of extent such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate treatment would result in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins duplicative accrual on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf Date of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible benefits for the entire amount same period of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofservice.

Continuing Employees. (a) For a period of one (1) year following the Effective as of Time, Parent shall, or shall cause the ClosingSurviving Corporation to, each Subsidiary shall cease provide benefits to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of continuing employees of the Company and its Subsidiaries ("Continuing Employees") that, in the "Subsidiary Benefit Plans")) andaggregate, on or after the Closing Date, the Subsidiaries shall have are no obligations or liabilities to, under or with respect to any Company Benefit Plan, other less favorable than the Subsidiary Benefit Plansbenefits provided, in the aggregate, to similarly situated employees of Parent. Notwithstanding the foregoing, nothing in this Section 6.17 shall require (i) the continuation of any benefit plan of any variety or prevent the amendment or termination thereof (subject to the provision, in the aggregate, of the benefits as provided in the preceding sentence) or (ii) Parent or the Surviving Corporation to continue or maintain the employment of any Continuing Employee. (b) For periods With respect to any benefits plans of Parent or its Subsidiaries in which the Continuing Employees participate after the ClosingEffective Time, Parent shall, or shall cause the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plansSurviving Corporation to, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, use reasonable efforts to: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Purchaser Continuing Employees under any welfare benefit plan in which such employees may be eligible to participate after the Effective Time (provided, however, that no such waiver shall not be required apply to provide coverage under a defined benefit pension plan to pre-existing condition of any Business Continuing Employee who was not a member was, as of a class of employees whothe Effective Time, immediately prior to the Closing Date, was eligible for coverage under excluded from participation in a Company Benefit Plan which was a defined benefit pension planplan by nature of such pre-existing condition), (ii) the Purchaser shall not be required to provide each Continuing Employee with credit for any benefit to any Business Employee co-payments and deductibles paid prior to the extent Effective Time during the provision of year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such benefit would result in employees may be eligible to participate after the duplication of benefits Effective Time, and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any recognize all service of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and Continuing Employees with the Company for all other benefits for which benefit levels depend on length of service purposes (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"). In addition, and including without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for limitation purposes of eligibility to participate, satisfaction vesting credit, entitlement for benefits, and benefit accrual) in any benefit plan in which such employees may be eligible to participate after the Effective Time, except to the extent such treatment would result in duplicative accrual of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit benefits for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductiblesservice. For one (1) year from the Effective Time, co-payments Parent either shall (i) cause the Company's health and out-of-pocket maximums dental insurance plan to remain in effect in substantially its form as though such amounts had been paid in accordance with the terms and conditions of the PurchaserEffective Time (which maintenance shall be deemed to satisfy Parent's Plans. Nothing in this Section 5.10 shall prevent Purchaser or obligation pursuant to the Subsidiaries from terminating the employment of any preceding sentence with respect to benefits of the Business Employees at any time after the Closing, so long character covered by such plan) or (ii) hold each Continuing Employee covered by such plan as the Subsidiaries comply with the applicable terms of the Retention PlanEffective Time harmless against any increase in standard monthly premium expenses for family, dependent or employee coverage (as applicable immediately prior to the Effective Time) incurred by such Continuing Employee on account of Parent's substitution of a different plan providing benefits of substantially the same character. (c) Effective as Except (i) for cause or (ii) upon the approval of a majority of the Closing Date, the Purchaser shall establish or designate members of a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions committee of such plan (taking into account the provisions Parent's Board of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as Directors comprised of the date hereof. The Companies agree to take all actions necessary to amend three Company representatives named in Section 6.16 above and two other members of Parent's Board of Directors designated by its Chairman, Parent shall not terminate the Companies' Defined Contribution Plan as applied to employment of any Business Continuing Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) listed on Section 6.17 of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs Company Disclosure Schedule prior to the effective corresponding date specified adjacent to such Continuing Employee's name thereon. In the event that one of the transfer. The assets Company representatives is unable to be transferred pursuant to serve, the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from two remaining Company representatives may either (a) choose the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) fifth member of the Code. No transfer committee from Parent's Board of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letterDirectors, or (iiib) 90 days after reduce the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives size of the parties in cooperating and negotiating any such further agreements shall be committee to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objectivethree members, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result comprised of the coverage two remaining Company representatives and one other member of the Business Employees under such plans during the Extended Coverage Period. For purposes Parent's Board of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the PurchaserDirectors designated by its Chairman. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.

Continuing Employees. (a) Effective If Purchaser elects to terminate any material Company Employee Plan in existence as of the Closing, each Subsidiary shall cease Closing prior to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees end of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or after plan year that includes the Closing Date, for the Subsidiaries shall have no obligations or liabilities tobalance of the plan year in which the Closing occurs, under or with respect subject to any Company Benefit Planreasonably necessary transition period and subject to any applicable Parent or Purchaser plan provisions, contractual requirements or Legal Requirements, for so long as such Continuing Employee remains an employee of Purchaser or its Affiliates: (a) such Continuing Employee shall be eligible to participate in the corresponding benefit plans (other than any equity or equity-based compensation, deferred compensation, change in control bonus, transaction bonus, or retention bonus plans) of Parent, Purchaser or their respective Subsidiaries to substantially the Subsidiary Benefit Plans. same extent as similarly situated employees of Purchaser or its Subsidiaries; and (b) For periods after the Closingfor purposes of determining a Continuing Employee’s (x) eligibility to participate in such plans (other than any sabbatical program, defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and equity award retirement policies and provisions) and (y) solely for purposes of vacation or paid time off benefits or benefit accrual rates, in each case, the Purchaser will provide Continuing Employee shall receive credit under such plans (other than any sabbatical program defined benefit pension plans, nonqualified deferred compensation plans or cause to be providedarrangements, any post-termination or retiree health or welfare benefit plans, and equity award retirement policies and provisions) to each employee of any of the Subsidiaries who continues for his or her employment years of continuous service with the Company or its Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall not be required to provide any benefit to any Business Employee except to the extent the provision of such benefit would service credit will result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare or benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the purposes of any of the Purchaser's Plans for which eligibility and vesting of benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes accruals under any defined benefit pension plan, retiree medical program or grandfathered or frozen plan or otherwise result in the duplication or any benefits or compensation); provided, however, such service shall only be credited to the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries same extent and for any additional periods for which the Companies or a Subsidiary has previously granted same purpose as such service was credited under the Business analogous Company Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"if such an analogous plan exists). In addition, and without limiting the generality of the foregoing: (i) each Business Employee shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 6.2 shall prevent Purchaser be construed to create any rights or remedies (including any third-party beneficiary rights) in any employee or Person not a Party. Nothing in this Agreement shall be construed to constitute the Subsidiaries from terminating establishment of or an amendment to any compensation or benefit plan, program, policy, contract, agreement or arrangement maintained by Parent, Purchaser, the employment of Company or any of their respective Subsidiaries. Nothing in this Agreement shall be construed to prohibit or otherwise limit Parent’s, Purchaser’s or any of their respective Affiliates’ (including following the Business Employees Closing the Acquired Companies) ability to modify, amend or terminate any benefit or compensation plan, program, policy, contract, agreement or arrangement at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct terminate or indirect subsidiaries of LFC other than modify the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser employment or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount engagement of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (Person at any time or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except reason or for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereofno reason at all.

Continuing Employees. (a) Effective For a period of at least 12 months following the Closing Date (the “Benefit Period”), the Purchaser shall, or shall cause its Affiliate to (which Affiliate may include a member of the Company Group or successor thereto or Subsidiary thereof for periods on and after the Closing Date for purposes of this Section 6.12), provide each Continuing Employee with (i) a base salary or hourly base wage, as applicable, that, in each case, is no less favorable than the base salary or hourly base wage set forth with respect to such Continuing Employee in the Employee Disclosure Schedule and (ii) employee benefits under the employee benefit plans of the Purchaser or its Affiliate (collectively, the “Successor Benefit Plans”) and target bonus opportunities and other incentive compensation opportunities (including equity-based compensation) that are no less favorable than the employee benefits provided to the Purchaser’s or its Affiliate’s similarly situated employees as of the ClosingClosing Date. The Purchaser agrees to pay (or shall cause one of its Affiliates, each Subsidiary shall cease to be a participating employer in as applicable (including the members of the Company Benefit Plans Group following the Closing) to pay) the Continuing Employees bonus compensation for 2022 which shall include (other than Company Benefit Plans A) a pro rata portion from January 1, 2022 through the Closing Date which are sponsored shall be as set forth in a supplement to the Employee Disclosure Schedule delivered by the Subsidiaries solely for Seller prior to the benefit of employees Closing Date and shall not exceed the applicable amounts included in Indebtedness and (B) a pro rata portion (from the Closing Date until December 31, 2022) of the Subsidiaries (bonus compensation such Continuing Employees would be entitled to receive under the "Subsidiary Benefit Plans")) and, on Purchaser’s or after the Closing Date, the Subsidiaries shall have no obligations or liabilities to, under or with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plansits Affiliates’ standard bonus compensation plan. (b) For periods after If any Continuing Employee’s employment is terminated without Cause during the Closing, Benefit Period or if any Continuing Employee resigns from employment during the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment with the Subsidiaries or the Purchaser after the Closing (the "Business Employees") employee benefit plans, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time to time by the Purchaser for its similarly situated employees. Notwithstanding the preceding sentence, Benefit Period following (i) the Purchaser shall not be required relocation, without such Continuing Employee’s consent, of such Continuing Employee’s principal place of employment by more than 50 miles from the location of such Continuing Employee’s principal place of employment immediately prior to provide coverage under a defined benefit pension plan the Closing Date or (ii) the material diminution of such Continuing Employees duties, authorities or compensation as compared to any Business Employee who was not a member of a class of employees whohis or her duties, authorities or compensation immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) the Purchaser shall, or shall not be required to cause its Affiliate to, provide any benefit to any Business Employee to the extent the provision of such benefit would result in the duplication of benefits and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided severance compensation to such Business Employees under Company Benefit Plans which are employee welfare benefit plans Continuing Employee that is equal to or greater than the severance compensation described in Section 6.12(b) of the Disclosure Schedule, after taking into account (x) such Continuing Employee’s base salary or hourly wage rate, as applicable, in effect immediately prior to the Closing Date. For the purposes of any Date or such Continuing Employee’s base salary or hourly wage rate, as applicable, in effect as of the Purchaser's Plans for termination date, whichever is greater, and (y) the aggregate service credited to such Continuing Employee as of the termination date (which eligibility and vesting of benefits depend on length of shall include all service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes recognized under any defined benefit pension planSection 6.12(c), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past all service with the Companies Purchaser or its Affiliate, as applicable, following the Closing Date, and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service"other amount as may be required by Law). In addition, and without limiting the generality Any portion of the foregoingseverance compensation described in this Section 6.12(b) that is payable in cash shall be paid to the Continuing Employee within 60 days following such Continuing Employee’s termination date, subject to the timely execution by such Continuing Employee of a waiver and release in the form provided by the Purchaser, which form shall: (i) each Business Employee shall include a complete release of all claims against the Seller and its Affiliates (to the fullest extent claims may be given credit for Prior Service for purposes of eligibility released by applicable Law); and (ii) be in a form reasonably acceptable to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations and shall be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention PlanSeller. (c) Effective as of the Closing DateWith respect to each Continuing Employee who begins to participate in a Successor Benefit Plan, the Purchaser shall, or shall establish or designate a defined contribution plan maintained by cause its Affiliate to, cause the Purchaser or its affiliates in whichapplicable Successor Benefit Plan to credit each Continuing Employee for all purposes, subject to the terms including eligibility, vesting and conditions of such plan (taking into account the provisions of this Section 5.10)benefit determination, Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, service that is credited under the corresponding Benefit Plan in which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business such Continuing Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, participates immediately prior to the Closing DateDate (including service with predecessor employers, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any extent such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred service is credited under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing DateBenefit Plan). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies Successor Benefit Plan may exclude any such prior service credit that would result in a duplication of benefits. With respect to each Continuing Employee who begins to participate in a Successor Benefit Plan, the Purchaser shall, or shall pay cause its Affiliate to, cause (i) each such Continuing Employee to be eligible to participate in the applicable Successor Benefit Plans which provide medical, dental, prescription drug or vision benefits without any waiting periods or any pre-existing condition exclusions and perform without regard to any evidence of insurability, actively-at-work or similar requirements and (ii) credit to be given for all obligations co-payments, deductibles, out-of-pocket costs and similar expenses paid by each Continuing Employee and such Continuing Employee’s eligible dependents under a comparable Benefit Plan in which such Continuing Employee participates immediately prior to the Closing Date and during the plan year of such persons under Sections 4 Successor Benefit Plan in which the Closing Date occurs. The Purchaser shall, or shall cause its Affiliate to, recognize and 5 credit each Continuing Employee with the vacation time, sick leave, paid time off and other leave accrued by such Continuing Employee as of immediately prior to the Closing Date. (d) As of the Retention Plan Closing, the Seller shall waive any non-competition obligations or any other restrictive covenant obligation of any Continuing Employee that arise pursuant to any employment or other agreement between any Continuing Employee and the Seller or any Affiliate of the Seller that would otherwise prevent or restrict in any way such Continuing Employee from performing his or her post-Closing obligations or responsibilities (pertaining as they may exist from time to stock options time as determined by the Purchaser or an Affiliate in its sole discretion) to or for the Purchaser or its Affiliates. (e) This Section 6.12 shall be binding upon and restricted stock)inure solely to the benefit of each of the Parties, and the Companies acknowledge and agree that none nothing in this Section 6.12, express or implied, shall confer upon any other Person any legal or equitable or other rights (including as a third party beneficiary) or remedies of any nature whatsoever under or by reason of this Section 6.12. Nothing contained herein, express or implied: (i) shall be construed to establish, amend or modify any Benefit Plan, program, agreement or arrangement (including any benefit plan of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisionsits Affiliates); provided, further, that the Purchaser and the Subsidiaries (and not the Companiesii) shall be responsible for alter or limit the entire amount of Purchaser’s ability to amend, modify or terminate any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made benefit plan, program, agreement or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability arrangement of the Purchaser or its Affiliates; or (iii) is intended to confer upon any Subsidiary Continuing Employee any right to terminate employment or continued employment for any employee benefit planperiod of time by reason of this Agreement, policy, program or arrangement after the Closing Date in accordance with the terms thereofany right to a particular term or condition of employment.

Continuing Employees. For all purposes (aincluding purposes of vesting, eligibility to participate and level of benefits) Effective as under any Plan of the ClosingSurviving Corporation or any of its Subsidiaries, each Subsidiary shall cease solely to be a participating employer in the Company Benefit Plans (other than Company Benefit Plans which are sponsored by the Subsidiaries solely for the benefit of employees of the Subsidiaries (the "Subsidiary Benefit Plans")) and, on or extent such Plan provides benefits to any Continuing Employee after the Closing DateDate (including the Company Plans) (the “New Plans”), the Subsidiaries each such Continuing Employee shall have no obligations or liabilities to, under or be credited with respect to any Company Benefit Plan, other than the Subsidiary Benefit Plans. (b) For periods after the Closing, the Purchaser will provide (or cause to be provided) to each employee of any of the Subsidiaries who continues his or her employment years of service with the Company or any of its Subsidiaries or and their respective predecessors before the Purchaser after the Closing (the "Business Employees") employee benefit plansEffective Time, agreements, programs, policies and arrangements (the "Purchaser's Plans") that are substantially comparable in the aggregate to the employee benefits maintained from time same extent as such Continuing Employee was entitled, before the Effective Time, to time by the Purchaser credit for its similarly situated employees. Notwithstanding the preceding sentence, (i) the Purchaser shall not be required such service under any Company Plan in which such Continuing Employee participated or was eligible to provide coverage under a defined benefit pension plan to any Business Employee who was not a member of a class of employees who, participate immediately prior to the Closing Date, was eligible for coverage under a Company Benefit Plan which was a defined benefit pension plan, (ii) ; provided that the Purchaser foregoing service credit shall not be required to provide any benefit to any Business Employee apply (i) to the extent the provision of such benefit that its application would result in the a duplication of benefits with respect to the same period of service, (ii) for purposes of any defined benefit pension accrual under any New Plan and (iii) the Purchaser shall be permitted to provide to Business Employees benefits under employee welfare benefit plans which are substantially comparable to those provided to such Business Employees under Company Benefit Plans which are employee welfare benefit plans immediately prior to the Closing Date. For the for purposes of any of the Purchaser's Plans subsidy provided for which eligibility and vesting of any post-employment welfare benefits depend on length of service and for all other benefits for which benefit levels depend on length of service (but not benefit accrual or eligibility purposes under any defined benefit pension plan), the Purchaser shall give (or cause to be given) to each continuing Business Employee full credit for past service with the Companies and the Subsidiaries and for any additional periods for which the Companies or a Subsidiary has previously granted the Business Employee with service credit for comparable benefit purposes under a corresponding Company Benefit Plan ("Prior Service")New Plan. In addition, and without limiting the generality of the foregoing: , (i) each Business Continuing Employee shall be given credit for Prior Service immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Company Plan in which such Continuing Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”) and (ii) for purposes of eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participateany Continuing Employee, satisfaction of any waiting periods, evidence of insurability requirementsthe Surviving Corporation shall, or the application shall cause any of any its Subsidiaries to, use commercially reasonable best efforts to cause (A) all pre-existing condition limitations exclusions and shall actively-at-work requirements of such New Plan to be given credit waived for amounts paid such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under a corresponding the comparable Old Plans of the Company Benefit Plan or any of its Subsidiaries in which such Continuing Employee participated immediately prior to the Closing Date and (B) any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the same period portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as though if such amounts had been paid in accordance with the terms and conditions of the Purchaser's Plans. Nothing in this Section 5.10 shall prevent Purchaser or the Subsidiaries from terminating the employment of any of the Business Employees at any time after the Closing, so long as the Subsidiaries comply with the applicable terms of the Retention such New Plan. (c) Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan maintained by the Purchaser or its affiliates in which, subject to the terms and conditions of such plan (taking into account the provisions of this Section 5.10), Business Employees shall be eligible to participate (the "Purchaser's Defined Contribution Plan"). The Companies maintain the Liberty Financial Companies, Inc. Savings and Investment Plan (the "Companies' Defined Contribution Plan") and have submitted a favorable determination letter request with the IRS with respect thereto, which determination letter request is pending as of the date hereof. The Companies agree to take all actions necessary to amend the Companies' Defined Contribution Plan as applied to any Business Employee to eliminate all annuity forms of distribution effective as of a date no later than the Closing Date. The amendment described in the preceding sentence shall be made in accordance with Treasury regulations issued pursuant to section 411(d)(6) of the Code, and the Companies shall provide, not later than the Closing Date, all Business Employees with a summary (the "Amendment Summary") that reflects such amendment and that satisfies the requirements of ERISA and applicable Department of Labor regulations relating to summaries of material modifications. Subject to the provisions of this Section 5.10(c), the Companies and the Purchaser shall take (or cause to be taken) all actions necessary to cause the assets and liabilities of the Companies' Defined Contribution Plan attributable to the accrued benefits of Business Employees to be transferred from the trustee of the Companies' Defined Contribution Plan to the trustee of the Purchaser's Defined Contribution Plan; provided, however, that no transfer of assets or liabilities shall occur with respect to any Business Employee whose annuity starting date occurs prior to the effective date of the transfer. The assets to be transferred pursuant to the preceding sentence shall consist of cash and promissory notes evidencing outstanding loans to Business Employees. The transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall conform in all respects with Sections 411(d)(6) and 414(l) of the Code. No transfer of assets and liabilities from the Companies' Defined Contribution Plan to the Purchaser's Defined Contribution Plan shall occur until the latest of (i) the Closing Date, (ii) the date on which the IRS issues a favorable determination letter with respect to the Companies' Defined Contribution Plan and the Companies have taken all actions required by the IRS as a condition of such favorable determination letter, or (iii) 90 days after the Companies have adopted the amendment to the Companies' Defined Contribution Plan which eliminates all annuity forms of distribution and have provided Business Employees with the Amendment Summary. (d) Notwithstanding the foregoing provisions of this Section 5.10, the Purchaser and the Companies shall, prior to the Closing Date, cooperate and negotiate in good faith to achieve the objectives of this Section 5.10 and to facilitate a transition of coverage for Business Employees to the Purchaser's Plans. The primary objectives of the parties in cooperating and negotiating any such further agreements shall be to provide for uninterrupted coverage of employees under appropriate employee benefit plans from and after the Closing Date. In furtherance of that objective, the Purchaser and the Companies agree that, for the Extended Coverage Period (as defined below), the Business Employees shall be entitled to continue coverage under the Company Benefit Plans which are group health or dental plans, and the Purchaser agrees to reimburse the Companies for covered claims incurred under such plans during the Extended Coverage Period and reasonable administrative costs incurred by the Companies as a result of the coverage of the Business Employees under such plans during the Extended Coverage Period. For purposes of this Agreement, the "Extended Coverage Period" shall be the period commencing on the Closing Date and ending on the date that the Business Employees become eligible for coverage under the Purchaser's group medical and dental plans (which date shall be no later than the first day of the coverage period following the first normal open enrollment period with respect to the Purchaser's group medical and dental plans which begins on or after the Closing Date). Except for obligations and agreements specifically set forth in this Section 5.10, no agreement with respect to employee benefit plans shall be effective unless and until it has been set forth in a written agreement duly executed on behalf of the Companies and the Purchaser. (e) Notwithstanding the foregoing provisions of this Section 5.10, as of the Closing each of the Purchaser and the Subsidiaries shall assume and shall perform or cause their affiliates to perform, all of the obligations with respect to the employees and former employees of the Subsidiaries (other than persons that LFC has transferred to LFC or to direct or indirect subsidiaries of LFC other than the Subsidiaries) under each of (i) the Retention Plan and (ii) the Deferred Compensation Obligations; provided, however, that the Companies shall pay and perform all obligations to such persons under Sections 4 and 5 of the Retention Plan (pertaining to stock options and restricted stock), and the Companies acknowledge and agree that none of the Purchaser or any of the Subsidiaries are assuming any obligations with respect to such provisions; provided, further, that the Purchaser and the Subsidiaries (and not the Companies) shall be responsible for the entire amount of any Gross-Up Payments (as such term is defined in the Retention Plan). The Companies and the Purchaser shall allocate the "base amount" of parachute payments made or to be made to (or for the benefit of) any "disqualified individual" (in each case, as defined in Section 280G of the Code) in accordance with prop. Treasury Regulation 1.280G-1 (Q&A 38). Except for the obligations with respect to the Retention Plan and the Deferred Compensation Obligations set forth in the immediately preceding sentence, nothing in this Section 5.10(e) shall in any way restrict the ability of the Purchaser or any Subsidiary to terminate any employee benefit plan, policy, program or arrangement after the Closing Date in accordance with the terms thereof.