Amended and Restated Indemnification Collateral Account Security and Control Agreement among

Exhibit 4.2

Amended and Restated
Indemnification Collateral Account Security
and Control Agreement

among

MetLife, Inc.,
as Secured Party

ALICO Holdings LLC,
as Pledgor

Deutsche Bank Trust Company Americas,
as Securities Intermediary and Pledge Collateral Agent

Deutsche Bank Trust Company Americas,
as Stock Purchase Contract Agent

and

American International Group, Inc.

Dated as of March 8 , 2011

T able of Contents

      This Amended and Restated Indemnification Collateral Account Security and Control Agreement , dated as of March 8, 2011 (the “ Agreement ”), by and among MetLife, Inc., a Delaware corporation, as secured party for its own benefit and for the benefit of all other Acquiror Indemnified Parties (as defined in the Amended Stock Purchase Agreement referred to below) (“ Secured Party ”), ALICO Holdings LLC, a Delaware limited liability company (“ Pledgor ”), Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as securities intermediary hereunder (“ Securities Intermediary ”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as pledge collateral agent hereunder (“ Pledge Collateral Agent ”), for certain limited purposes, Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as Stock Purchase Contract Agent (“ Stock Purchase Contract Agent ”) under the Pledge Agreement described below, and, for certain limited purposes, American International Group, Inc., a Delaware corporation (“ AIG ”).

W i t n e s s e t h :

     W hereas , Secured Party, AIG, and Pledgor have entered into a Stock Purchase Agreement, dated as of March 7, 2010 (as the same may be amended from time to time, the “ Stock Purchase Agreement ”), containing provisions in Article XI thereof for the indemnification of Secured Party and the other Acquiror Indemnified Parties (Article XI thereof, other than the provisions in Section 11.03 thereof, being referred to as the “ Indemnification Provisions ”);

     W hereas , pursuant to the Stock Purchase Agreement, Secured Party, AIG, Pledgor and certain other parties named therein have entered into the Ancillary Agreements (as defined below), in furtherance of the agreements and arrangements contemplated in the Stock Purchase Agreement;

     W hereas , pursuant to the Investor Rights Agreement, dated as of November 1, 2010 (as the same may be amended from time to time, the “ Investor Rights Agreement ”), by and among Secured Party, AIG and Pledgor, Secured Party has granted to Pledgor certain rights relating to the registration of the Subject Securities (as defined therein) and set forth certain agreements with respect to Pledgor’s ownership of the Securities (as defined therein) and Subject Securities;

     W hereas , Secured Party, AIG, and Pledgor have entered into the Coordination Agreement, dated as of March 1, 2011 (as the same may be amended from time to time, the “ Coordination Agreement ”), which, among other things, (i) amends certain indemnification provisions of the Stock Purchase Agreement (the Stock Purchase Agreement, as amended by the Coordination Agreement, the “ Amended Stock Purchase Agreement ”) and (ii) provides for a limited waiver of the requirements and restrictions relating to the Subject Securities under the Investor Rights Agreement (as amended, the “ Amended Investor Rights Agreement ”) solely in connection with the AIG Public Offerings (as defined therein);

     W hereas , Secured Party and Deutsche Bank Trust Company Americas, a New York banking corporation, as Stock Purchase Contract Agent, acting on behalf of all holders of Common Equity Units (as defined below), including Pledgor, and Securities Intermediary in its capacity as Collateral Agent (in such capacity, “ Collateral Agent ”), have entered into a Pledge Agreement, dated as of November 1, 2010 (as the same may by amended from time to time, the

“ Pledge Agreement ”), in connection with the issuance of Common Equity Units to Pledgor as part of the consideration paid to Pledgor by Secured Party pursuant to the Stock Purchase Agreement;

     W hereas , pursuant to the Stock Purchase Agreement, Secured Party, AIG and Pledgor have entered into an Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010 (the “ Indemnification Control Agreement ”), whereby Securities Intermediary and Pledge Collateral Agent act on behalf of Secured Party and Pledgor in respect of Indemnification Collateral (as defined below) and Pledge Collateral (as defined below) delivered to Securities Intermediary and Pledge Collateral Agent, respectively, by Pledgor for the benefit of Secured Party (both for its own benefit and the benefit of the other Acquiror Indemnified Parties), subject to the terms thereof;

     W hereas , pursuant to this Agreement, Pledgor pledges to Secured Party, for the benefit of Secured Party and the other Acquiror Indemnified Parties, the Indemnification Collateral and the Pledge Collateral in order to secure the payment of Pledgor’s obligations to Secured Party and the other Acquiror Indemnified Parties under the Indemnification Provisions, this Agreement, and the Ancillary Agreements;

     W hereas , Secured Party, Pledgor, Securities Intermediary, Pledge Collateral Agent, Stock Purchase Contract Agent and AIG desire to amend and restate the Indemnification Control Agreement in its entirety;

      Now, Therefore , in consideration of the mutual promises set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

ARTICLE I
Definitions

     SECTION 1.1 Certain Terms Defined; Interpretation . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Article I shall have the meanings assigned to them in this Article I and, where the context requires, include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

     (b) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

     (c) the terms “bank,” “chattel paper,” “deposit account,” “entitlement holder,” “entitlement order,” “financial asset,” “general intangible,” “investment property,” “payment intangible,” “proceeds,” “security,” “security entitlement” and “securities intermediary” shall have the meanings set forth in Articles 8 and 9 of the UCC (as defined below);

     (d) Section headings are included in this Agreement for convenience only and shall have no substantive effect on its interpretation; and

     (e) the following terms have the meanings given to them in this Section 1.1(e):

     “ Acquiror Indemnified Parties ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ AIG ” shall have the meaning set forth in the Preamble hereto.

     “ AIG Equity Unit Public Offering ” shall have the meaning set forth in the Coordination Agreement.

     “ Amended Investor Rights Agreement ” shall have the meaning set forth in the Recitals hereto.

     “ Amended Stock Purchase Agreement ” shall have the meaning set forth in the Recitals hereto.

     “ Ancillary Agreements ” shall mean the Transition Services Agreement, the Amended Investor Rights Agreement and the Special Asset Protection Agreement.

     “ Authorized Person ” shall mean any person, whether or not an officer or employee of a Secured Party or Pledgor, duly authorized by a Secured Party or Pledgor, respectively, to give Written Instructions on behalf of a Secured Party or Pledgor, respectively; each such person to be designated in a Certificate of Authorized Persons which contains a specimen signature of such person.

     “ Business Day ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ Closing Date ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ Code ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ Collateral ” shall have the meaning set forth in the Pledge Agreement.

     “ Collateral Agent ” shall have the meaning set forth in the Recitals hereto.

     “ Common Equity Units ” shall have the meaning set forth in the Stock Purchase Contract Agreement.

     “ Common Stock ” shall mean the common stock, par value $0.01 per share, of Secured Party.

     “ Coordination Agreement ” shall have the meaning set forth in the Recitals hereto.

     “ Deposit Account ” shall mean the non-interest bearing Federal Deposit Insurance Corporation guaranteed deposit account (Account No. S54232.8) designated “MetLife, Inc., Indemnification Coll A/C” (as the same may be redesignated,

renumbered or otherwise modified) established and maintained by the Securities Intermediary as a bank in connection with the securities account.]

     “ Depository ” shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New York for receiving and delivering securities, The Depository Trust Company, Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme , and any depository, book-entry system or clearing agency (and their respective successors and assigns) authorized to act as a securities depository or clearing agency, pursuant to applicable law and identified to Pledgor from time to time.

     “ Eligible Collateral ” shall have the meaning set forth in the Indemnification Provisions.

     “ Equity Units Net Proceeds ” shall mean any Net Proceeds from the AIG Equity Unit Public Offering

     “ Excess Collateral Amount ” shall have the meaning set forth in Section 4.2 hereof.

     “ Fair Value ” shall have the meaning set forth in Section 11.05 of the Amended Stock Purchase Agreement.

     “ Includible Amounts ” shall have the meaning set forth in Section 2.7 hereof.

     “ Indemnification Collateral ” shall mean all of Pledgor’s right, title and interest, now or hereafter existing, in and to the Indemnification Collateral Account (including the Deposit Account), the Initial Collateral, the Pledge Collateral, all investment property, financial assets and securities entitlements credited or required or agreed to be credited to the securities account constituting part of the Indemnification Collateral Account, any and all funds credited to the Deposit Account constituting part of the Indemnification Collateral Account, all dividends, interest, cash, securities, instruments (as defined in Article 9 of the UCC), general and payment intangibles (each as defined in Article 9 of the UCC), account (as defined in Article 9 of the UCC), security entitlements, investment property and other financial assets at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for, or as a renewal of, or reinvestment for, or substitution of, amounts or property in the Indemnification Collateral Account, all rights, powers, remedies and privileges of Pledgor under or with respect to the Indemnification Collateral Account or any of the foregoing and under or with respect to the Stock Purchase Contract Agreement, all deposit accounts, general and payment intangibles (each as defined in Article 9 of the UCC), accounts (as defined in Article 9 of the UCC) and chattel paper related to or associated with any of the foregoing, and all proceeds and returns of and from any of the foregoing.

     “ Indemnification Collateral Account ” shall mean the securities account (Account No. S54232.6) established and maintained by Securities Intermediary and designated “MetLife, Inc., Indemnification Coll A/C” (as the same may be redesignated, renumbered or otherwise modified), and the Deposit Account.

     “ Indemnification Instruction, Waiver and Acknowledgment” means the Indemnification Collateral Substitution Instruction, Waiver and Acknowledgment, dated March 2, 2011, among Secured Party, Pledgor, Securities Intermediary, Pledge Collateral Agent, Stock Purchase Contract Agent and AIG, and delivered to the Securities Intermediary in accordance with Section 6.6(a) of the Coordination Agreement, which waived certain provisions of this Agreement in order to permit the release of Common Equity Units and the substitution of cash therefor and specify the amounts thereof, all as set forth in Section 6.6(b) and Section 6.6(g) of the Coordination Agreement.

     “ Indemnification Provisions ” shall have the meaning set forth in the Recitals hereto.

     “ Initial Collateral ” shall mean Eligible Collateral required by the Indemnification Provisions to be credited to the Indemnification Collateral Account on the Closing Date, the particular composition of such Eligible Collateral for these purposes to be determined pursuant to the Amended Stock Purchase Agreement.

     “ Investment Guidelines ” shall mean the investment guidelines set forth as Schedule II hereto.

     “ Investor Rights Agreement ” shall have the meaning set forth in the Recitals hereto.

     “ Liquidation Cash Proceeds ” shall have the meaning set forth in Section 2.9 hereof.

     “ Law ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ Losses ” shall have the meaning set forth in Section 5.1 hereof.

     “ Managing Underwriter ” means Goldman, Sachs & Co., as an underwriter in connection with the AIG Equity Unit Public Offering.

     “ Net Proceeds ” shall mean, with respect to any offer of securities, the aggregate proceeds received by the applicable offeror, less underwriting discounts and commissions to be paid to the underwriter(s) in connection with the applicable offering.

     “ Notice of Enforcement ” shall mean a notice pursuant to Section 2.9 hereof that a Secured Party is enforcing its rights against all or any portion of the Indemnification Collateral.

     “ Obligations ” shall mean all present and future obligations and liabilities (whether actual or contingent) of Pledgor to Secured Party and the other Acquiror Indemnified Parties under this Agreement, the Indemnification Provisions and the Ancillary Agreements.

     “ Permitted Investments ” shall mean any of the investments in which any cash, from time to time, contained in the Indemnification Collateral Account and forming part of the Indemnification Collateral, is invested by the Securities Intermediary in accordance with the Investment Guidelines.

     “ Person ” shall mean a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

     “ Pledge Agreement ” shall have the meaning set forth in the Recitals hereto.

     “ Pledge Collateral ” shall mean all Pledgor’s right, title and interest, now or hereafter existing, in and to the Collateral that is credited, or required under this Agreement and the Pledge Agreement to be credited, to (or that is otherwise related to) the Pledge Collateral Accounts established under the Pledge Agreement, all dividends, interest, cash, securities, instruments (as defined in Article 9 of the UCC), security entitlements, investment property and other financial assets at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for, or as a renewal of, or reinvestment for, or substitution of, amounts or property in the Pledge Collateral Accounts, all rights, powers, remedies and privileges of Pledgor under or with respect to the Collateral, the Pledge Collateral Accounts or any of the foregoing, the Stock Purchase Contracts associated with the Common Equity Units from time to time credited or required to be credited to the Indemnification Collateral Account, all deposit accounts, general or payment intangibles, accounts (as defined in Article 9 of the UCC), instruments (as defined in Article 9 of the UCC) and chattel paper related to or associated with any of the foregoing, and all proceeds and returns of and from any of the foregoing.

     “ Pledge Collateral Accounts ” shall mean the Pledged Unit Subaccounts established under Section 11.11 of the Pledge Agreement to hold the Collateral that secures the performance of Pledgor (referred to as the “Initial Holder” in the Pledge Agreement) under the Stock Purchase Contracts that relate to and form part of the Common Equity Units constituting a portion of the Indemnification Collateral and under the Pledge Agreement.

     “ Pledge Collateral Agent ” shall have the meaning set forth in the Preamble hereto.

     “ Pledgor ” shall have the meaning set forth in the Preamble hereto.

     “ Secured Party ” shall have the meaning set forth in the Preamble hereto.

     “ Securities Intermediary ” shall have the meaning set forth in the Preamble hereto.

     “ Special Asset Protection Agreement ” shall mean the Special Asset Protection Agreement, dated as of November 1, 2010, by and among Secured Party, Pledgor, AIG and American Life Insurance Company, a Delaware-domiciled insurance company, as the same may be amended from time to time.

     “ Stock Purchase Agreement ” shall have the meaning set forth in the Recitals hereto.

     “ Stock Purchase Contract ” shall have the meaning set forth in the Stock Purchase Contract Agreement.

     “ Stock Purchase Contract Agent ” shall have the meaning set forth in the Preamble hereto.

     “ Stock Purchase Contract Agreement ” shall mean the Stock Purchase Contract Agreement, to be dated as of November 1, 2010, between Secured Party and Stock Purchase Contract Agent, as the same may be amended from time to time.

     “ Tax ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ Tax Authority ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ Tax Law ” shall have the meaning used in the Amended Stock Purchase Agreement.

     “ Tax Returns ” shall have the meaning set forth in the Amended Stock Purchase Agreement.

     “ Transition Services Agreement ” shall mean the Transition Services Agreement, dated as of November 1, 2010, by and between Secured Party and AIG, as the same may be amended from time to time.

     “ Treasury Security ” has the meaning set forth in the Stock Purchase Contract Agreement.

     “ UCC ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

     “ Unpaid Obligation Amount ” shall have the meaning set forth in Section 2.9 hereof.

     “ Written Instructions ” shall mean written communications received by Securities Intermediary or Pledge Collateral Agent via letter, facsimile transmission, or other method or system specified by Securities Intermediary or Pledge Collateral Agent, as the case may be, as available for use in connection with this Agreement.

ARTICLE II
Grant of Security Interests; Financing Statements

     SECTION 2.1 Grant of Security Interests . As security for the Obligations, Pledgor hereby pledges to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties), and grants to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) a security interest in, the Indemnification Collateral. For the protection of such security interest and pledge and as further security for the Obligations, Pledgor also pledges to Pledge Collateral Agent for the benefit of Secured Party, and grants to Pledge Collateral Agent for the benefit of Secured Party a security interest in, the Pledge Collateral.

     SECTION 2.2 Financing Statements . Pledgor agrees to take all actions which may be necessary or advisable under all applicable laws to perfect the security interests created and granted by this Agreement in favor of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) and Pledge Collateral Agent against Pledgor, to ensure that the security interest of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) in the Indemnification Collateral is a first priority lien, senior and prior in right of claim to any creditors claiming an interest in and to the Indemnification Collateral (except as provided below with respect to the Pledge Collateral), and to ensure that the security interest of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) in the Pledge Collateral granted to Pledge Collateral Agent for the benefit of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) pursuant to this Agreement for the purpose of securing the Obligations ranks pari passu with the security interest in the Pledge Collateral granted to Collateral Agent pursuant to the Pledge Agreement for the benefit of Secured Party. In furtherance thereof, Pledgor hereby authorizes the Secured Party to record and file with the appropriate filing office, at Pledgor’s own expense, UCC-1 financing statements (including any continuation statements with respect to such financing statements when applicable) with respect to the security interests in the Indemnification Collateral and the Pledge Collateral granted to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) and Pledge Collateral Agent, respectively, pursuant to this Agreement, and Secured Party shall deliver a file-stamped copy of such financing statements or continuation statements to Pledgor. Secured Party hereby acknowledges on its own behalf and on behalf of the other Acquiror Indemnified Parties that portions of the Pledge Collateral are subject to the lien created under, and the rights in favor of the Collateral Agent granted by, the terms of the Pledge Agreement and agrees (i) not to exercise any of its remedies hereunder with respect to any Common Equity Unit that is not a Pledged Unit and (ii) not to take any action under this Agreement with respect to the Pledge Collateral relating to any Pledged Unit with respect to which its remedies hereunder are not being exercised.

     SECTION 2.3 Satisfaction of Obligation to Transfer Collateral . Pledgor will be required to deliver Indemnification Collateral as follows: (i) in the case of cash, payment or delivery to the Indemnification Collateral Account; (ii) in the case of certificated securities that cannot be delivered by book-entry, delivery in appropriate physical form to Securities Intermediary accompanied by duly executed instruments of transfer properly completed and executed in blank; (iii) in the case of securities that can be delivered in book-entry form, the giving of written instructions to the issuer or the appropriate securities intermediary sufficient if complied with to result in a legally effective transfer of the relevant interest to Securities Intermediary; and (iv) in the case of uncertificated securities that cannot be delivered in book-entry form, the giving of instructions to the issuer or its transfer agent sufficient if complied with to result in a legally effective transfer of the relevant interest to the Securities Intermediary. In the case of Pledge Collateral, Stock Purchase Contract Agent, Pledgor, Secured Party, Securities Intermediary and Pledge Collateral Agent agree to take such actions as may be necessary to ensure that the Pledge Collateral required to be credited to the Pledge Collateral Accounts under the Pledge Agreement is properly so credited in the manner required by the Pledge Agreement.

     SECTION 2.4 Name and Address of Pledgor . Pledgor represents that its exact legal name is ALICO Holdings LLC and that it is a Delaware limited liability company and its mailing

address is: ALICO Holdings LLC, c/o American International Group, Inc., 80 Pine Street, New York, New York 10005. Pledgor covenants with Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) as follows:

          (i) without providing at least ten (10) days’ prior written notice to Secured Party (or such shorter period as may be agreed at any time by Secured Party in writing), it will not change its name or its mailing address, and

          (ii) without the prior written consent of Secured Party, not to be unreasonably withheld, it will not change its type of organization, jurisdiction of organization or other legal structure.

     SECTION 2.5 Secured Party and Pledge Collateral Agent May Perform. If Pledgor fails to perform any of its obligations under this Agreement, Secured Party may itself perform, or cause performance of, such obligations with respect to the Indemnification Collateral, and Pledge Collateral Agent, pursuant to instructions from Secured Party, may itself perform, or cause performance of, such obligations with respect to the Pledge Collateral, and the expense of Secured Party or Pledge Collateral Agent incurred in connection with such performance shall be payable by Pledgor.

     SECTION 2.6 Secured Party and Pledge Collateral Agent Appointed Attorneys-in-Fact . Pledgor hereby irrevocably constitutes and appoints Secured Party, Pledge Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor or in Secured Party’s or Pledge Collateral Agent’s own name (but for the benefit of Secured Party and the other Acquiror Indemnified Parties), for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement, including, without limitation, taking any action which may be necessary in any applicable jurisdiction to perfect and to maintain the perfection and priority of Secured Party’s interest in the Indemnification Collateral Account and the Indemnification Collateral and Pledge Collateral Agent’s security interest (for the benefit of Secured Party and the other Acquiror Indemnified Parties) in the Pledge Collateral and the Pledge Collateral Accounts, including, without limitation, the filing of any financing and continuation statements in any applicable jurisdiction and to take any action and to execute any instrument, representing any dividend, interest payment or other distribution in respect of the Indemnification Collateral or the Pledge Collateral or any part thereof and to give full discharge for the same as Secured Party or Pledge Collateral Agent (for the benefit of Secured Party and the other Acquiror Indemnified Parties) may deem necessary or advisable to accomplish the purpose of this Agreement. To the extent permitted by law, Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.

     SECTION 2.7 Taxes . Pledgor will include all income and gain, including any accrued income or gain, to the extent any such income or gain is required to be taken into account for Tax purposes pursuant to applicable Tax Law, on or with respect to the Eligible Collateral and Indemnification Collateral held in the Indemnification Collateral Account and the Pledge Collateral held in any Pledge Collateral Account including all gains, dividends, interest,

proceeds, returns and other amounts (such amounts, the “ Includible Amounts ”) in Pledgor’s gross income for federal, state, local and other Tax purposes, whether or not the Includible Amounts have been distributed, and the Includible Amounts shall be reported, as and to the extent required by Law, by the Securities Intermediary and Pledge Collateral Agent to the IRS, or any other relevant Tax Authority, on IRS Form 1099 or 1042S (or other appropriate form) as income and gain earned by the Pledgor, and Pledgor shall duly pay any Taxes resulting therefrom. Any other Tax Returns required to be filed will be prepared and filed by Pledgor with the IRS and any other relevant Tax Authority as required by law. Pledgor shall indemnify the Secured Party against any and all Taxes relating to the Eligible Collateral, Indemnification Collateral or Pledge Collateral, including all Taxes imposed on a Secured Party to the extent that the Secured Party is required by applicable Tax Law (including section 468B of the Code and any temporary or final regulations issued thereunder) to include any Includible Amounts in the Secured Party’s gross income for federal, state, local or other Tax purposes and all Taxes resulting from the disposition or transfer of the Eligible Collateral, Indemnification Collateral or Pledge Collateral (including any transfer or disposition that is made in order to satisfy the payment of an Unpaid Obligation Amount), and Pledgor’s right to indemnity with respect to such Taxes shall be considered an Unpaid Obligation Amount for purposes of this Agreement. The Securities Intermediary and the Pledge Collateral Agent are holding the Indemnification Collateral Account and the Pledge Collateral Accounts for the benefit of the Secured Party and not for their own account. Pledgor shall pay or reimburse the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities Intermediary upon request for any transfer taxes or other taxes relating to the Indemnification Collateral or the Pledge Collateral incurred in connection herewith and shall indemnify and hold harmless the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities Intermediary from any amounts that they are obligated to pay in the way of such taxes. Any payments of income from the Indemnification Account or the Pledge Collateral Accounts shall be subject to withholding regulations then in force with respect to United States taxes. The Pledgor shall provide the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities Intermediary with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. Except as otherwise provided herein, the Pledgor shall be entitled to any interest earnings in the Indemnification Account and the Pledge Collateral Accounts. It is understood that the Pledge Collateral Agent and the Securities Intermediary shall only be responsible for income reporting with respect to income earned on the Pledge Collateral Accounts and the Indemnification Account and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Stock Purchase Contract Agent, the Pledge Collateral Agent or the Securities Intermediary.

     SECTION 2.8 Voting Rights . Pledgor shall be entitled to exercise any and all voting and other consensual rights, if any, pertaining to the Indemnification Collateral, the Pledge Collateral or any part thereof for any purpose, subject to the limitations set forth in the Amended Investor Rights Agreement. Neither Pledge Collateral Agent nor Securities Intermediary shall have any obligation to or responsibilities with respect to the exercise of voting or any other consensual rights pertaining to the Indemnification Collateral, the Pledge Collateral or any part thereof.

     SECTION 2.9 Ability to Enforce Collateral . In accordance with the terms of this Agreement, the Indemnification Provisions and the Ancillary Agreements, from time to time,

Secured Party may determine that it or any of the other Acquiror Indemnified Parties is owed an amount in respect of the Obligations, which amount may be equal in value to all or any part of the amount to the credit of the Indemnification Collateral Account. In such event, which may occur multiple times as provided in the agreements or provisions constituting the Obligations, Secured Party is entitled in accordance with the Indemnification Provisions to make a demand upon Pledgor for, or otherwise receive, payment for such Obligations (for its own benefit or the benefit of the other applicable Acquiror Indemnified Parties). Pursuant to Section 11.05(a) of the Amended Stock Purchase Agreement, Pledgor may in some instances satisfy such demand by delivering Eligible Collateral that is credited to the Indemnification Collateral Account with a Fair Value equal to the amount demanded; provided , however , that any such delivery of Eligible Collateral will be made in the following order of priority: (i) first, in cash and Permitted Investments then held in the Indemnification Collateral Account; provided , that any such Permitted Investments shall have been liquidated into cash in accordance with the Investment Guidelines (the “ Liquidation Cash Proceeds ”) prior to making any such delivery from the Indemnification Collateral Account; and (ii), only to the extent that the aggregate Fair Value of the cash and such Liquidation Cash Proceeds then held in the Indemnification Collateral Account is less than the amount required to be delivered by the Pledgor, second, by delivery of any cash and such Liquidation Cash Proceeds then held in the Indemnification Collateral Account, plus such number of Common Equity Units credited to the Indemnification Collateral Account the Fair Value of which equals the amount required to be so delivered less the Fair Value of any such cash and Liquidation Cash Proceeds then held in the Indemnification Control Account.

     Upon receipt from Pledgor of a request complying with the requirements of such Section 11.05(a) that some or all of the amount demanded be paid using Eligible Collateral constituting Indemnification Collateral, Secured Party agrees to instruct Securities Intermediary to withdraw the requested amount of cash from the Indemnification Collateral Account and/or debit the requested number of Common Equity Units and transfer such cash and/or Common Equity Units to such account as Secured Party may designate in payment of Obligations with a Fair Value represented by such transferred cash and/or Common Equity Units. Securities Intermediary may conclusively assume, in complying with such instructions from the Secured Party, that Secured Party has received the foregoing request from Pledgor and that the amount of Eligible Collateral to be withdrawn as specified in such instructions is in the proper amount and shall comply with such instructions as soon as practicable.

     The failure of Pledgor to satisfy such demand or make such payment in full (in either case, regardless of whether such demand is permitted by the Indemnification Provisions to be satisfied by Pledgor prior to default by delivering a request to Secured Party in the manner described above that Secured Party debit Eligible Collateral from the Indemnification Collateral Account), after compliance by Secured Party with the terms of the applicable provisions or agreement constituting the relevant Obligations and the terms of the Indemnification Provisions, including, without limitation, any terms relating to the resolution of disagreements regarding the amount or existence of any indemnification or other Obligation, shall constitute a default hereunder. It shall also constitute a default hereunder if, in the case of any payment required to be made under Article II, Section 6.12 or Sections 11.02(a)(vii),(viii) or (ix) of the Amended Stock Purchase Agreement or the non-indemnification provisions of any Ancillary Agreement, or

pursuant to the Special Asset Protection Agreement, the Pledgor and AIG shall fail to make such payment in full in accordance with Sections 6.24 and 11.05(a)(i) and (ii) of the Amended Stock Purchase Agreement.

     Upon the occurrence of a default for any of the reasons set forth above, Secured Party may exercise in respect of the Indemnification Collateral, and Pledge Collateral Agent may, for the benefit of Secured Party (whether for Secured Party’s benefit or for the benefit of other Acquiror Indemnified Parties) and upon the instructions of Secured Party, exercise in respect of the Pledge Collateral (subject to the last sentence of Section 2.2), in addition to other rights and remedies provided for herein or in Section 11.05(a) of the Amended Stock Purchase Agreement or otherwise available to it, all the rights and remedies of a secured party on default under the UCC, or under other applicable law, with respect to such portions of the Indemnification Collateral having in the aggregate a value equal to the amount of the Obligations then due to Secured Party but unpaid (the “ Unpaid Obligation Amount ”), such value to equal, to the extent Eligible Collateral is applied, the Fair Value of such Eligible Collateral and otherwise to equal such other amount as shall be determined in a manner consistent with applicable law. Any instructions from Secured Party shall specify the portions of the Indemnification Collateral with respect to which such remedies shall be exercised as specified in Section 11.05 of the Amended Stock Purchase Agreement and shall certify that such Indemnification Collateral has the value required by the preceding sentence.

     Secured Party may also, without notice except as required by law, upon the occurrence and during the continuance of any such default direct Securities Intermediary from time to time, to the extent permitted by law, to (i) transfer, deliver, and pay over to Secured Party, or as Secured Party directs, all or any part of the Indemnification Collateral and the proceeds thereof (including, without limitation, any distributions of cash and securities made in respect of the Indemnification Collateral (which, for the avoidance of doubt shall include any interest earned on the funds in the Deposit Account and any dividends, interest, distributions, amounts received in respect of redemption and all other proceeds of any Permitted Investments earned or accrued after such time), including Pledge Collateral to the extent it relates to Pledged Units being applied to the payment of any Unpaid Obligation Amount) in an amount up to the Unpaid Obligation Amount and Secured Party may apply any cash received from Securities Intermediary to the payment of the Obligations then due to Secured Party but unpaid, and (ii) sell the Indemnification Collateral in an amount up to the Unpaid Obligation Amount or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s or Securities Intermediary’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable, and Secured Party may instruct Pledge Collateral Agent, as secured party for the benefit of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties), to take such action with respect to the Pledge Collateral (subject to the last sentence of Section 2.2), including, without limitation, the transfer at the time specified by Secured Party of any such Pledge Collateral out of any Pledged Unit Subaccount to the appropriate other subaccount under the Pledge Agreement, as may be necessary or desirable to effectuate the transfer or sale of Indemnification Collateral described above; provided , that the aggregate value (calculated as provided in the Amended Stock Purchase Agreement and herein) of the Indemnification Collateral, any such transferred Pledge Collateral and the proceeds of the disposition thereof

applied to the payment of the Obligations at any time shall not exceed the Unpaid Obligation Amount at such time, the amount of the Unpaid Obligations to be certified to Securities Intermediary and Pledge Collateral Agent; and provided , further , that Secured Party shall not exercise, or cause Pledge Collateral Agent to exercise, any rights with respect to the Pledge Collateral that would breach the covenant set forth in the last sentence of Section 2.2 or that would adversely affect the operation of the Pledge Agreement, any Stock Purchase Contract or the Stock Purchase Contract Agreement.

     Pledgor acknowledges that to the extent the Indemnification Collateral credited to the Indemnification Collateral Account or the Pledge Collateral credited to the Pledge Collateral Accounts under the Pledge Agreement is of a type sold in a recognized market, no notice by Secured Party or Pledge Collateral Agent to Pledgor shall be required prior to the sale of any Indemnification Collateral or Pledge Collateral hereunder. In the event such notice is given, neither Secured Party nor Pledge Collateral Agent shall be obligated to make any sale of Indemnification Collateral or Pledge Collateral regardless of such notice having been given. Secured Party or Pledge Collateral Agent, as the case may be, may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Upon any sale or transfer of any Common Equity Units contained in the Indemnification Collateral, whether upon Secured Party’s exercise of its rights as a secured party hereunder or upon the instructions of Pledgor in connection with a substitution of Indemnification Collateral, the Pledge Collateral associated with such Common Equity Units being sold shall, if such Common Equity Units shall continue to be outstanding after such sale or other transfer, be transferred from the Pledge Collateral Accounts to the other appropriate subaccounts with the Collateral Agent under the Pledge Agreement.

     SECTION 2.10 Security Interest Absolute . All rights of Secured Party and Pledge Collateral Agent for benefit of the Secured Party and the security interests granted hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (i) any change in time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Indemnification Provisions; (ii) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or (iii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Obligations other than full and final payment thereof.

     SECTION 2.11 Further Assurances . Pledgor, Secured Party, Securities Intermediary and Pledge Collateral Agent agree that, at any time and from time to time at the expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that Secured Party, Securities Intermediary or Pledge Collateral Agent (upon the instructions of Secured Party, in the case of Securities Intermediary or Pledge Collateral Agent) may reasonably request in order to create, perfect, and protect any pledge or security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to the Indemnification Collateral and to enable Pledge Collateral Agent to exercise and enforce for

the benefit of Secured Party its rights and remedies hereunder with respect to the Pledge Collateral. If Pledgor shall fail to execute such instruments or documents or to take such further action, Securities Intermediary or Pledge Collateral Agent, upon the instructions of Secured Party, may do so in Pledgor’s stead in their own names or as Pledgor’s attorneys-in-fact, and at Pledgor’s expense.

ARTICLE III
Appointment and Status of Securities Intermediary and
Pledge Collateral Agent;
Indemnification Collateral Account

     SECTION 3.1 Appointment; Identification of Indemnification Collateral . Secured Party and Pledgor hereby appoint Securities Inter