Common use of Regulated Insurance Companies Clause in Contracts

Regulated Insurance Companies. Each of the Members and the Company acknowledges that the Insurance Subsidiaries are regulated Entities whose businesses are subject to laws, regulations, directives or orders issued from time to time by the relevant regulators and no term or condition of this Agreement shall be interpreted in any manner that would require any Member or the Company to take any action (or cause such action to be taken) that would violate such Laws, regulations, directives or orders. Signature Signature Signature Signature SCHEDULE I LIST OF MEMBERS Name of Member Address Initial Capital Contribution Units Senior Preferred Members: Senior Preferred Units: Federal Reserve Bank of New York 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 $1,000,000,000 1,000 Junior Preferred Members: Junior Preferred Units: Federal Reserve Bank of New York 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 $8,000,000,000 8,000 Common Members: Common Units: American International Group, Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 $6,000,000,000 60,000 SCHEDULE I TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALICO HOLDINGS LLC Argentina ALICO Compania de Seguros S.A. ALICO Compania de Seguros de Retiros S.A. Bulgaria ALICO Bulgaria Zhivotozastrahovatelno Druzhestvo E.A.D. UBB-ALICO Life Insurance Company JSC Chile La Interamericana Compania de Seguros de Vida S.A. Colombia AIG Colombia Seguros de Vida S.A. Cyprus Hellenic ALICO Life Insurance Company Ltd. Czech Republic First American Czech Insurance Company Egypt Pharaonic American Life Insurance Company – ALICO (Egypt) France ALICO S.A. Hungary AHICO First American Hungarian Insurance Company Rt. Ireland ALICO Life International Limited Isle of Man AIG Life International Ltd Italy ALICO Italia S.p.A. Japan AIG Edison Life Insurance Company Toho Shinyo Hosho Company Mexico AIG Mexico Compania de Seguros Pakistan American Life Insurance Company (Pakistan) Ltd. Peru El Pacifico Peruano Suiza Compania de Seguros y Reaseguros El Xxxxxxxx Xxxx Compania de Seguros y Reaseguros (ALICO owns 38%) Poland AMPLICO Life – First American-Polish Life Insurance & Reinsurance Company S.A. (AMPLICO) AMPLICO AIG Polska Towarzystwo Ubezpieczen S.A. Romania SCHEDULE II INSURANCE SUBSIDIARIES AIG Life Asigurari Romania S.A. Russia ZAO ALICO Insurance Company (formerly known as ZAO AIG Life Insurance Company, which was formerly known as ZAO Insurance Company AIG Russia) Serbia ALICO Akcioardslco Dnistvoza Zivotno Osiguranje Slovakia AMSLICO AIG Life xxxxx’ovna a.s. (formerly known as First American Slovak Life Insurance Company) (amslico) Trinidad American Life & General Insurance Company Ltd. (Trinidad & Tobago) Turkey American Life Hayat Sigorta A.S. Ukraine CJSC American Life Insurance Company AIG Life Uruguay ALICO Compania de Seguros de Vida, S.A. Venezuela Seguros Venezuela C.A. SCHEDULE III MATERIAL SUBSIDIARIES American Life Insurance Company SCHEDULE IV BOARD OF MANAGERS Xxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx SCHEDULE V PERMITTED ACTIONS *No reference to or disclosure of any item or other matter below shall be construed as an admission or indication that such item or other matter is material or necessarily required to be included herein. Dissolution of AIG Limited – Nigeria and ALICO Limited – Nigeria. Dissolution of AMLICOM, S.A. de C.V. Transfer, for no consideration, of Delaware American Life Insurance Company by AIG to the Company or ALICO Entities. Cooperation and separation arrangements with American International Underwriters (now known as Chartis Inc.) or its affiliates with respect to AIG ME or similar arrangements in Western and Eastern Europe, not specifically otherwise mentioned anywhere in this Schedule V, at fair value, as reasonably determined by ALICO. Closing of acquisition of American International Assurance (B) Services Panama from American International Assurance (Bermuda). Acquisition of life insurance portfolio from American International Assurance (Bermuda), at fair value, as reasonably determined by ALICO. Acquisition of minority shares of ALICO Pakistan from individual shareholders. Acquisition of minority shares of ALICO Egypt from individual or entity shareholders. Acquisition of AIG Life International Ltd. in the Isle of Man, from American International Reinsurance Company. Reorganization of ownership of AIG Powszechne Towarzystwo Emerytalne Spólke Akcyjna within ALICO Entities. Reorganization of ownership of AIG Vita S.p.A. within ALICO Entities. Sale of all Japanese real estate owned by the ALICO home office to ALICO Entities. Formation of joint venture provided for in the Summary of Key Terms, dated March 17, 2008, among American Life Insurance Company, AIU Holdings LLC and a third party. Purchase from American International Group, Kabushiki Kaisha of shares in Japan company JIS & T at the current fair value. Purchase of interests in Olinas Building in Kinshico, Tokyo, Japan from AIG Star and AIG Edison. Purchase or sale from American International Underwriters (now known as Chartis Inc.) by ALICO of 49% of AIG Tower in Kinshico, Tokyo, Japan or sale by ALICO to American International Underwriters of 51% of AIG Tower in Kinshicho, Tokyo, Japan, in each case, at fair market value. Sale of AIG common stock to AIG or an AIG affiliate at fair market value, as reasonably determined by AIG and ALICO. Sale of general insurance portfolios by ALICO to American International Underwriters (now known as Chartis Inc.) (AIG related entities), including for UAE, Kuwait, Oman and Trinidad & Tobago (or shares of a company for the latter), at fair value, as reasonably determined by ALICO. Sale of AIG Tower in La Defense, Paris, France. Sale of AIG Financial Assurance Kabushiki Kaisha to AIG or an affiliate of AIG at fair value, as reasonably determined by AIG and ALICO, including any actions taken with respect to any structured debt related thereto, which may include capital or debt restructuring. Sale of run-off book of business to American International Underwriters UK Ltd., of ALICO’s reinsurance interest in a book of business written and serviced by UNAT in the United Kingdom and termination or commutation of insurance for the same, at fair value, as reasonably determined by ALICO. Fronting arrangements for or with American International Underwriters (now known as Chartis Inc.) (AIG related entities), at fair value, as reasonably determined by ALICO. As contemplated by Section 3.6 of the Purchase Agreement, any amounts owed from ALICO to AIG related to the Specified Intercompany Payables. As contemplated by Section 3.10 of the Purchase Agreement, any amount owed from ALICO to AIG related to all outstanding obligations regarding the termination of the Tax Sharing Agreement. Successful separation of ALICO from AIG requires transferring those employees from AIG who support ALICO primarily in the functional departments. It is anticipated that approximately up to 90 managerial employees will be transferred from AIG’s internal world-wide life insurance group into ALICO and a net additional 550 employees, in functional departments including the corporate governance, the finance and the legal departments, will be hired by ALICO. Termination of the FX Indemnity Agreement between ALICO and AIG. Run-off of Modified Coinsurance and Coinsurance Agreements between ALICO and Variable Annuity Life Insurance Company, covering variable annuity policies with guaranteed minimum withdrawal benefit and/or guaranteed minimum income benefit and/or guaranteed minimum death benefits. Expiration of a guarantee between AIG and Reinsurance Group of America, Inc., a third party reinsurer, regarding a reinsurance agreement between ALICO and Reinsurance Group of America, Inc. Termination or modification of reinsurance agreements, at fair value, as reasonably determined by ALICO. Renegotiation of corporate insurance policies with third parties for D&O, property, boiler & machinery, cyber risk, net diligence, casualty, umbrella, employment practices, fidelity, fiduciary, storage tank, terrorism, fine arts, foreign excess DIC, internet media, security and privacy liability, which are currently covered under AIG’s corporate insurance policies and the termination of such arrangements or agreements. Separation related actions concerning shared pension plan assets and liabilities with AIG, including the unfunded liabilities of the UK shared plan and the qualified, non-qualified SERP/Excess and post-retirement medical plans in the Home Office. Actions related to unfunded pension liabilities as set forth in Exhibit D to the Disclosure Letter to the Purchase Agreement. Purchase by ALICO home office of a ¥ 15 billion note receivable from ALICO Japan, payable by AIG Funding, Inc., and the subsequent cancellation of a ¥ 15 billion note payable to AIG Funding, Inc. Termination and the obtainment of replacement software or services provided by, or pursuant to arrangements with third party servicers that have agreements with, AIG Global Services or AIG Kabushiki Kaisha. Payment of overhead allocation to AIG for certain corporate functions, including treasury, rating agencies, comptrollers, restructuring, tax, investor and media relations, enterprise risk management, internal audit, strategic planning, human resources, legal, international realty, information based marketing, reinsurance services, administrative services, business information, communications, life management, international retirement services, corporate affairs, business and corporate development, senior advisors, executive management, stockholder and board of director expenses, actuarial, transformation, the office of the Chief Accounting Officer, and corporate initiatives. SCHEDULE VI FORM OF JOINDER AGREEMENT The undersigned, (the “Joining Party”), as a condition precedent to becoming a Member of ALICO Holdings LLC, a Delaware limited liability company (the “Company”) hereby agrees that upon the execution of this Joinder Agreement, the undersigned shall become a party to that certain Second Amended and Restated Limited Liability Company Agreement of the Company dated as of December 1, 2009 (the “LLC Agreement”) by and among the Members of the Company and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the LLC Agreement. To the extent the Joining Party became a Member by virtue of its status as a Permitted Transferee pursuant to Section 8.02 of the LLC Agreement and at any time ceases to qualify as a Permitted Transferee in relation to the transferring Common Member from which the Joining Party received such Units, the Joining Party agrees to immediately Transfer any such Units back to the transferring Common Member. To the extent the Joining Party became a Member by virtue of its status as a Permitted Transferee of the FRBNY pursuant to Section 8.02 of the LLC Agreement, the Joining Party has entered into a confidentiality agreement with the Company in the form of the Nondisclosure Agreement or, if not, the Joining Party agrees to be subject to the terms and conditions of the Nondisclosure Agreement as if the Joining Party were the FRBNY. This Joinder Agreement shall take effect and shall become an integral part of the LLC Agreement immediately upon execution and delivery to the Company of this Joinder Agreement. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to any provision thereof relating to conflicts of laws).

Regulated Insurance Companies. Each of the Members and the Company acknowledges that the Insurance Subsidiaries are regulated Entities whose businesses are subject to laws, regulations, directives or orders issued from time to time by the relevant regulators and no term or condition of this Agreement shall be interpreted in any manner that would require any Member or the Company to take any action (or cause such action to be taken) that would violate such Laws, regulations, directives or orders. Signature Signature Signature Signature SCHEDULE I LIST OF MEMBERS Name of Member Address Initial Capital Contribution Units Senior Preferred Members: Senior Preferred Units: Federal Reserve Bank of New York 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 $1,000,000,000 1,000 Junior Preferred Members: Junior Preferred Units: Federal Reserve Bank of New York 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 $8,000,000,000 8,000 Common Members: Common Units: American International Group, Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 $6,000,000,000 60,000 SCHEDULE I TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALICO HOLDINGS LLC Argentina ALICO Compania de Seguros S.A. ALICO Compania de Seguros de Retiros S.A. Bulgaria ALICO Bulgaria Zhivotozastrahovatelno Druzhestvo E.A.D. UBB-ALICO Life Insurance Company JSC Chile La Interamericana Compania de Seguros de Vida S.A. Colombia AIG Colombia Seguros de Vida S.A. Cyprus Hellenic ALICO Life Insurance Company Ltd. Czech Republic First American Czech Insurance Company Egypt Pharaonic American Life Insurance Company – ALICO (Egypt) France ALICO S.A. Hungary AHICO First American Hungarian Insurance Company Rt. Ireland ALICO Life International Limited Isle of Man AIG Life International Ltd Italy ALICO Italia S.p.A. Japan AIG Edison Life Insurance Company Toho Shinyo Hosho Company Mexico AIG Mexico Compania de Seguros Pakistan American Life Insurance Company (Pakistan) Ltd. Peru El Pacifico Peruano Suiza Compania de Seguros y Reaseguros El Xxxxxxxx Xxxx Compania de Seguros y Reaseguros (ALICO owns 38%) Poland AMPLICO Life – First American-Polish Life Insurance & Reinsurance Company S.A. (AMPLICO) AMPLICO AIG Polska Towarzystwo Ubezpieczen S.A. Romania SCHEDULE II INSURANCE SUBSIDIARIES AIG Life Asigurari Romania S.A. Russia ZAO ALICO Insurance Company (formerly known as ZAO AIG Life Insurance Company, which was formerly known as ZAO Insurance Company AIG Russia) Serbia ALICO Akcioardslco XXXXX Xxxxxxxxxxxx Dnistvoza Zivotno Osiguranje Slovakia AMSLICO AIG Life xxxxx’ovna a.s. (formerly known as First American Slovak Life Insurance Company) (amslico) Trinidad American Life & General Insurance Company Ltd. (Trinidad & Tobago) Turkey American Life Hayat Sigorta A.S. Ukraine CJSC American Life Insurance Company AIG Life Uruguay ALICO Compania de Seguros de Vida, S.A. Venezuela Seguros Venezuela C.A. SCHEDULE III MATERIAL SUBSIDIARIES American Life Insurance Company SCHEDULE IV BOARD OF MANAGERS Xxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx SCHEDULE V PERMITTED ACTIONS *No reference to or disclosure of any item or other matter below shall be construed as an admission or indication that such item or other matter is material or necessarily required to be included herein. Dissolution of AIG Limited – Nigeria and ALICO Limited – Nigeria. Dissolution of AMLICOM, S.A. de C.V. Transfer, for no consideration, of Delaware American Life Insurance Company by AIG to the Company or ALICO Entities. Cooperation and separation arrangements with American International Underwriters (now known as Chartis Inc.) or its affiliates with respect to AIG ME or similar arrangements in Western and Eastern Europe, not specifically otherwise mentioned anywhere in this Schedule V, at fair value, as reasonably determined by ALICO. Closing of acquisition of American International Assurance (B) Services Panama from American International Assurance (Bermuda). Acquisition of life insurance portfolio from American International Assurance (Bermuda), at fair value, as reasonably determined by ALICOXXXXX. Acquisition of minority shares of ALICO Pakistan from individual shareholders. Acquisition of minority shares of ALICO Egypt from individual or entity shareholders. Acquisition of AIG Life International Ltd. in the Isle of Man, from American International Reinsurance Company. Reorganization of ownership of AIG Powszechne Towarzystwo Emerytalne Spólke Akcyjna within ALICO Entities. Reorganization of ownership of AIG Vita S.p.A. within ALICO Entities. Sale of all Japanese real estate owned by the ALICO home office to ALICO Entities. Formation of joint venture provided for in the Summary of Key Terms, dated March 17, 2008, among American Life Insurance Company, AIU Holdings LLC and a third party. Purchase from American International Group, Kabushiki Kaisha of shares in Japan company JIS & T at the current fair value. Purchase of interests in Olinas Building in Kinshico, Tokyo, Japan from AIG Star and AIG Edison. Purchase or sale from American International Underwriters (now known as Chartis Inc.) by ALICO of 49% of AIG Tower in Kinshico, Tokyo, Japan or sale by ALICO to American International Underwriters of 51% of AIG Tower in Kinshicho, Tokyo, Japan, in each case, at fair market value. Sale of AIG common stock to AIG or an AIG affiliate at fair market value, as reasonably determined by AIG and ALICO. Sale of general insurance portfolios by ALICO to American International Underwriters (now known as Chartis Inc.) (AIG related entities), including for UAE, Kuwait, Oman and Trinidad & Tobago (or shares of a company for the latter), at fair value, as reasonably determined by ALICO. Sale of AIG Tower in La Defense, Paris, France. Sale of AIG Financial Assurance Kabushiki Kaisha to AIG or an affiliate of AIG at fair value, as reasonably determined by AIG and ALICO, including any actions taken with respect to any structured debt related thereto, which may include capital or debt restructuring. Sale of run-off book of business to American International Underwriters UK Ltd., of ALICOXXXXX’s reinsurance interest in a book of business written and serviced by UNAT in the United Kingdom and termination or commutation of insurance for the same, at fair value, as reasonably determined by ALICOXXXXX. Fronting arrangements for or with American International Underwriters (now known as Chartis Inc.) (AIG related entities), at fair value, as reasonably determined by ALICOXXXXX. As contemplated by Section 3.6 of the Purchase Agreement, any amounts owed from ALICO to AIG related to the Specified Intercompany Payables. As contemplated by Section 3.10 of the Purchase Agreement, any amount owed from ALICO to AIG related to all outstanding obligations regarding the termination of the Tax Sharing Agreement. Successful separation of ALICO from AIG requires transferring those employees from AIG who support ALICO primarily in the functional departments. It is anticipated that approximately up to 90 managerial employees will be transferred from AIG’s internal world-wide life insurance group into ALICO and a net additional 550 employees, in functional departments including the corporate governance, the finance and the legal departments, will be hired by ALICOXXXXX. Termination of the FX Indemnity Agreement between ALICO and AIG. Run-off of Modified Coinsurance and Coinsurance Agreements between ALICO and Variable Annuity Life Insurance Company, covering variable annuity policies with guaranteed minimum withdrawal benefit and/or guaranteed minimum income benefit and/or guaranteed minimum death benefits. Expiration of a guarantee between AIG and Reinsurance Group of America, Inc., a third party reinsurer, regarding a reinsurance agreement between ALICO XXXXX and Reinsurance Group of America, Inc. Termination or modification of reinsurance agreements, at fair value, as reasonably determined by ALICOXXXXX. Renegotiation of corporate insurance policies with third parties for D&O, property, boiler & machinery, cyber risk, net diligence, casualty, umbrella, employment practices, fidelity, fiduciary, storage tank, terrorism, fine arts, foreign excess DIC, internet media, security and privacy liability, which are currently covered under AIG’s corporate insurance policies and the termination of such arrangements or agreements. Separation related actions concerning shared pension plan assets and liabilities with AIG, including the unfunded liabilities of the UK shared plan and the qualified, non-qualified SERP/Excess and post-retirement medical plans in the Home Office. Actions related to unfunded pension liabilities as set forth in Exhibit D to the Disclosure Letter to the Purchase Agreement. Purchase by ALICO home office of a ¥ 15 billion note receivable from ALICO Japan, payable by AIG Funding, Inc., and the subsequent cancellation of a ¥ 15 billion note payable to AIG Funding, Inc. Termination and the obtainment of replacement software or services provided by, or pursuant to arrangements with third party servicers that have agreements with, AIG Global Services or AIG Kabushiki Kaisha. Payment of overhead allocation to AIG for certain corporate functions, including treasury, rating agencies, comptrollers, restructuring, tax, investor and media relations, enterprise risk management, internal audit, strategic planning, human resources, legal, international realty, information based marketing, reinsurance services, administrative services, business information, communications, life management, international retirement services, corporate affairs, business and corporate development, senior advisors, executive management, stockholder and board of director expenses, actuarial, transformation, the office of the Chief Accounting Officer, and corporate initiatives. SCHEDULE VI FORM OF JOINDER AGREEMENT The undersigned, (the “Joining Party”), as a condition precedent to becoming a Member of ALICO Holdings LLC, a Delaware limited liability company (the “Company”) hereby agrees that upon the execution of this Joinder Agreement, the undersigned shall become a party to that certain Second Amended and Restated Limited Liability Company Agreement of the Company dated as of December 1, 2009 (the “LLC Agreement”) by and among the Members of the Company and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the LLC Agreement. To the extent the Joining Party became a Member by virtue of its status as a Permitted Transferee pursuant to Section 8.02 of the LLC Agreement and at any time ceases to qualify as a Permitted Transferee in relation to the transferring Common Member from which the Joining Party received such Units, the Joining Party agrees to immediately Transfer any such Units back to the transferring Common Member. To the extent the Joining Party became a Member by virtue of its status as a Permitted Transferee of the FRBNY pursuant to Section 8.02 of the LLC Agreement, the Joining Party has entered into a confidentiality agreement with the Company in the form of the Nondisclosure Agreement or, if not, the Joining Party agrees to be subject to the terms and conditions of the Nondisclosure Agreement as if the Joining Party were the FRBNY. This Joinder Agreement shall take effect and shall become an integral part of the LLC Agreement immediately upon execution and delivery to the Company of this Joinder Agreement. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to any provision thereof relating to conflicts of laws).

Regulated Insurance Companies. Each of the Members and the Company acknowledges that the Insurance Subsidiaries are regulated Entities whose businesses are subject to laws, regulations, directives or orders issued from time to time by the relevant regulators and no term or condition of this Agreement shall be interpreted in any manner that would require any Member or the Company to take any action (or cause such action to be taken) that would violate such Laws, regulations, directives or orders. Signature Signature Signature Signature SCHEDULE I LIST OF MEMBERS Name of Member Address Initial Capital Contribution Units Senior Preferred Members: Senior Preferred Units: Federal Reserve Bank of New York 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000New York 10045-0000 0001 $1,000,000,000 1,000 Junior Preferred Members: Junior Preferred Units: Federal Reserve Bank of New York 00 Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000New York 10045-0000 0001 $8,000,000,000 8,000 Common Members: Common Units: American International Group, Inc. 00 Xxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10270 $6,000,000,000 60,000 SCHEDULE I TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALICO HOLDINGS LLC Argentina ALICO Compania de Seguros S.A. ALICO Compania de Seguros de Retiros S.A. Bulgaria ALICO Bulgaria Zhivotozastrahovatelno Druzhestvo E.A.D. UBB-ALICO Life Insurance Company JSC Chile La Interamericana Compania de Seguros de Vida S.A. Colombia AIG Colombia Seguros de Vida S.A. Cyprus Hellenic ALICO Life Insurance Company Ltd. Czech Republic First American Czech Insurance Company Egypt Pharaonic American Life Insurance Company – ALICO (Egypt) France ALICO S.A. Hungary AHICO First American Hungarian Insurance Company Rt. Ireland ALICO Life International Limited Isle of Man AIG Life International Ltd Italy ALICO Italia S.p.A. Japan AIG Edison Life Insurance Company Toho Shinyo Hosho Company Mexico AIG Mexico Compania de Seguros Pakistan American Life Insurance Company (Pakistan) Ltd. Peru El Pacifico Peruano Suiza Compania de Seguros y Reaseguros El Xxxxxxxx Xxxx Compania de Seguros y Reaseguros (ALICO owns 38%) Poland AMPLICO Life – First American-Polish Life Insurance & Reinsurance Company S.A. (AMPLICO) AMPLICO AIG Polska Towarzystwo Ubezpieczen S.A. Romania SCHEDULE II INSURANCE SUBSIDIARIES AIG Life Asigurari Romania S.A. Russia ZAO ALICO Insurance Company (formerly known as ZAO AIG Life Insurance Company, which was formerly known as ZAO Insurance Company AIG Russia) Serbia ALICO Akcioardslco XXXXX Xxxxxxxxxxxx Dnistvoza Zivotno Osiguranje Slovakia AMSLICO AIG Life xxxxx’ovna a.s. (formerly known as First American Slovak Life Insurance Company) (amslico) Trinidad American Life & General Insurance Company Ltd. (Trinidad & Tobago) Turkey American Life Hayat Sigorta A.S. Ukraine CJSC American Life Insurance Company AIG Life Uruguay ALICO Compania de Seguros de Vida, S.A. Venezuela Seguros Venezuela C.A. SCHEDULE III MATERIAL SUBSIDIARIES American Life Insurance Company SCHEDULE IV BOARD OF MANAGERS Xxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx SCHEDULE V PERMITTED ACTIONS *No reference to or disclosure of any item or other matter below shall be construed as an admission or indication that such item or other matter is material or necessarily required to be included herein. Dissolution of AIG Limited – Nigeria and ALICO Limited – Nigeria. Dissolution of AMLICOM, S.A. de C.V. Transfer, for no consideration, of Delaware American Life Insurance Company by AIG to the Company or ALICO Entities. Cooperation and separation arrangements with American International Underwriters (now known as Chartis Inc.) or its affiliates with respect to AIG ME or similar arrangements in Western and Eastern Europe, not specifically otherwise mentioned anywhere in this Schedule V, at fair value, as reasonably determined by ALICO. Closing of acquisition of American International Assurance (B) Services Panama from American International Assurance (Bermuda). Acquisition of life insurance portfolio from American International Assurance (Bermuda), at fair value, as reasonably determined by ALICOXXXXX. Acquisition of minority shares of ALICO Pakistan from individual shareholders. Acquisition of minority shares of ALICO Egypt from individual or entity shareholders. Acquisition of AIG Life International Ltd. in the Isle of Man, from American International Reinsurance Company. Reorganization of ownership of AIG Powszechne Towarzystwo Emerytalne Spólke Akcyjna within ALICO Entities. Reorganization of ownership of AIG Vita S.p.A. within ALICO Entities. Sale of all Japanese real estate owned by the ALICO home office to ALICO Entities. Formation of joint venture provided for in the Summary of Key Terms, dated March 17, 2008, among American Life Insurance Company, AIU Holdings LLC and a third party. Purchase from American International Group, Kabushiki Kaisha of shares in Japan company JIS & T at the current fair value. Purchase of interests in Olinas Building in Kinshico, Tokyo, Japan from AIG Star and AIG Edison. Purchase or sale from American International Underwriters (now known as Chartis Inc.) by ALICO XXXXX of 49% of AIG Tower in Kinshico, Tokyo, Japan or sale by ALICO to American International Underwriters of 51% of AIG Tower in Kinshicho, Tokyo, Japan, in each case, at fair market value. Sale of AIG common stock to AIG or an AIG affiliate at fair market value, as reasonably determined by AIG and ALICO. Sale of general insurance portfolios by ALICO to American International Underwriters (now known as Chartis Inc.) (AIG related entities), including for UAE, Kuwait, Oman and Trinidad & Tobago (or shares of a company for the latter), at fair value, as reasonably determined by ALICO. Sale of AIG Tower in La Defense, Paris, France. Sale of AIG Financial Assurance Kabushiki Kaisha to AIG or an affiliate of AIG at fair value, as reasonably determined by AIG and ALICO, including any actions taken with respect to any structured debt related thereto, which may include capital or debt restructuring. Sale of run-off book of business to American International Underwriters UK Ltd., of ALICOXXXXX’s reinsurance interest in a book of business written and serviced by UNAT in the United Kingdom and termination or commutation of insurance for the same, at fair value, as reasonably determined by ALICOXXXXX. Fronting arrangements for or with American International Underwriters (now known as Chartis Inc.) (AIG related entities), at fair value, as reasonably determined by ALICOXXXXX. As contemplated by Section 3.6 of the Purchase Agreement, any amounts owed from ALICO to AIG related to the Specified Intercompany Payables. As contemplated by Section 3.10 of the Purchase Agreement, any amount owed from ALICO to AIG related to all outstanding obligations regarding the termination of the Tax Sharing Agreement. Successful separation of ALICO from AIG requires transferring those employees from AIG who support ALICO primarily in the functional departments. It is anticipated that approximately up to 90 managerial employees will be transferred from AIG’s internal world-wide life insurance group into ALICO and a net additional 550 employees, in functional departments including the corporate governance, the finance and the legal departments, will be hired by ALICOXXXXX. Termination of the FX Indemnity Agreement between ALICO and AIG. Run-off of Modified Coinsurance and Coinsurance Agreements between ALICO and Variable Annuity Life Insurance Company, covering variable annuity policies with guaranteed minimum withdrawal benefit and/or guaranteed minimum income benefit and/or guaranteed minimum death benefits. Expiration of a guarantee between AIG and Reinsurance Group of America, Inc., a third party reinsurer, regarding a reinsurance agreement between ALICO XXXXX and Reinsurance Group of America, Inc. Termination or modification of reinsurance agreements, at fair value, as reasonably determined by ALICOXXXXX. Renegotiation of corporate insurance policies with third parties for D&O, property, boiler & machinery, cyber risk, net diligence, casualty, umbrella, employment practices, fidelity, fiduciary, storage tank, terrorism, fine arts, foreign excess DIC, internet media, security and privacy liability, which are currently covered under AIG’s corporate insurance policies and the termination of such arrangements or agreements. Separation related actions concerning shared pension plan assets and liabilities with AIG, including the unfunded liabilities of the UK shared plan and the qualified, non-qualified SERP/Excess and post-retirement medical plans in the Home Office. Actions related to unfunded pension liabilities as set forth in Exhibit D to the Disclosure Letter to the Purchase Agreement. Purchase by ALICO home office of a ¥ 15 billion note receivable from ALICO Japan, payable by AIG Funding, Inc., and the subsequent cancellation of a ¥ 15 billion note payable to AIG Funding, Inc. Termination and the obtainment of replacement software or services provided by, or pursuant to arrangements with third party servicers that have agreements with, AIG Global Services or AIG Kabushiki Kaisha. Payment of overhead allocation to AIG for certain corporate functions, including treasury, rating agencies, comptrollers, restructuring, tax, investor and media relations, enterprise risk management, internal audit, strategic planning, human resources, legal, international realty, information based marketing, reinsurance services, administrative services, business information, communications, life management, international retirement services, corporate affairs, business and corporate development, senior advisors, executive management, stockholder and board of director expenses, actuarial, transformation, the office of the Chief Accounting Officer, and corporate initiatives. SCHEDULE VI FORM OF JOINDER AGREEMENT The undersigned, (the “Joining Party”), as a condition precedent to becoming a Member of ALICO Holdings LLC, a Delaware limited liability company (the “Company”) hereby agrees that upon the execution of this Joinder Agreement, the undersigned shall become a party to that certain Second Amended and Restated Limited Liability Company Agreement of the Company dated as of December 1, 2009 (the “LLC Agreement”) by and among the Members of the Company and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the LLC Agreement. To the extent the Joining Party became a Member by virtue of its status as a Permitted Transferee pursuant to Section 8.02 of the LLC Agreement and at any time ceases to qualify as a Permitted Transferee in relation to the transferring Common Member from which the Joining Party received such Units, the Joining Party agrees to immediately Transfer any such Units back to the transferring Common Member. To the extent the Joining Party became a Member by virtue of its status as a Permitted Transferee of the FRBNY pursuant to Section 8.02 of the LLC Agreement, the Joining Party has entered into a confidentiality agreement with the Company in the form of the Nondisclosure Agreement or, if not, the Joining Party agrees to be subject to the terms and conditions of the Nondisclosure Agreement as if the Joining Party were the FRBNY. This Joinder Agreement shall take effect and shall become an integral part of the LLC Agreement immediately upon execution and delivery to the Company of this Joinder Agreement. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to any provision thereof relating to conflicts of laws).