0001047469-10-001526 Sample Contracts

SURPLUS NOTE PURCHASE AGREEMENT BETWEEN GOLDEN GATE CAPTIVE INSURANCE COMPANY, AS PURCHASER AND LONG ISLAND INTERNATIONAL LIMITED, AS SELLER DATED OCTOBER 9, 2009
Surplus Note Purchase Agreement • February 26th, 2010 • Protective Life Corp • Life insurance • New York

Long Island International Limited, a Cayman Islands company (the “Seller”), agrees with Golden Gate Captive Insurance Company (the “Purchaser”) as follows:

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FIRST AMENDMENT TO TRANSACTION AGREEMENT
Transaction Agreement • February 26th, 2010 • Protective Life Corp • Life insurance

THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2008, by and among PROTECTIVE LIFE CORPORATION (“Protective”); BONIFAY HOLDING COMPANY, INC. (“BHC”); THE BANK OF BONIFAY (“Bank”); and MICHAEL A. MEDLEY, as representative of the stockholders of BHC (the “Stockholders Representative”).

NOTE SALE AGREEMENT
Note Sale Agreement • February 26th, 2010 • Protective Life Corp • Life insurance • New York

THIS NOTE SALE AGREEMENT is dated as of October 15, 2009 (the “Agreement”), by and between GOLDEN GATE CAPTIVE INSURANCE COMPANY, its successors and assigns (the “Purchaser”) and Dr. Michael Frege, in his capacity as insolvency administrator (Insolvenzverwalter) of LEHMAN BROTHERS BANKHAUS AG (i. Ins.) (the “Insolvency Administrator”) over the assets of LEHMAN BROTHERS BANKHAUS AG (i. Ins.) (the “Seller”).

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