0001104659-06-008389 Sample Contracts

STOCK PURCHASE AGREEMENT AMONG BANC ONE INSURANCE HOLDINGS, INC., CBD HOLDINGS LTD.,
Stock Purchase Agreement • February 13th, 2006 • Protective Life Insurance Co • Life insurance • New York

STOCK PURCHASE AGREEMENT, dated as of February 7, 2006 (this “Agreement”), among Banc One Insurance Holdings, Inc., an Arizona corporation (“BOIH”), CBD Holdings Ltd., a Delaware corporation (“CBD”) (CBD and BOIH being sometimes hereinafter referred to individually as “Seller” and collectively as “Sellers”), JPMorgan Chase & Co., a Delaware corporation (“Parent”) (solely as to Section 4.8(e), Section 4.10, Section 4.11, Article VIII, Section 9.1, Section 9.11 and Article XI), and Protective Life Insurance Company, a Tennessee insurance company (“Buyer”) (Sellers, Parent (solely as to Section 4.8(e), Section 4.10, Section 4.11, Article VIII, Section 9.1 and Article XI) and Buyer being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).

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