2.1. Purchase and Sale of the Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to purchase, and the Seller agrees to sell, assign, transfer and deliver to the Purchaser, the Shares, free and clear of all Liens (other than any restrictions on transferability of the Shares expressly provided in the Applicable Insurance Codes, the Securities Act and any applicable state securities laws) for a purchase price (the “Purchase Price”) equal to the sum of (x) $74,000,000, plus (y) the principal amount of the CHNA Intercompany Loans, including accrued and unpaid interest through the Closing Date; provided that the amount payable pursuant to clause (y) of this Section 2.1(a) in full satisfaction of the CHNA Intercompany Loans shall be $21,000,000 unless the Closing occurs after April 14, 2007, in which case the amount payable under clause (y) of this Section 2.1(a) shall be no more than $28,125,000.

          2.2. The Closing. Subject to the satisfaction or waiver of all of the conditions to closing set forth in Article VI, the closing (the “Closing”) of the purchase and sale of the Shares hereunder shall take place at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York at 10:00 a.m., New York City time, on the third Business Day following the date on which all of the conditions set forth in Article VI (other than those conditions that are contemplated to be satisfied by the respective parties at the Closing itself) have been satisfied or waived, or at such other time or place as may be mutually agreed upon by the parties hereto. The date on which the Closing occurs is referred to herein as the “Closing Date.”

          2.3. Deliveries at the Closing. At the Closing:

          3.1. Organization and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of Switzerland.

          3.2. Authorization, Validity and Enforceability. The Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including, without limitation, the sale of the Shares. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Seller have been duly and validly authorized by all necessary corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is party or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

          3.3. No Conflicts. Assuming compliance with the matters referred to in Section 3.4 below, except as set forth in Schedule 3.3, the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with, result in any breach or violation of, constitute a default under (or an event that with the giving of notice or the lapse of time or both would constitute a default under), or give rise to any right of termination or acceleration of any right or obligation of the Seller, the Company or any of its Subsidiaries under, or result in the creation or imposition of any Lien upon any assets or Properties (including, without limitation, the Shares) of the Seller, the Company or any of its Subsidiaries by reason of the terms of (a) the certificate or articles of incorporation or bylaws of the Seller, the Company or any of its Subsidiaries, (b) any material Contract to which the Seller, the Company or any of its Subsidiaries are a party or by or to which any of them or their assets or Properties (including, without limitation, the Shares)

may be bound or subject, (c) any applicable order, writ, judgment, injunction, award, decree, law, statute, ordinance, rule or regulation or (d) any other Permit of the Seller, the Company or any of its Subsidiaries other than, in the case of each of (b), (c) and (d), any such items that would not be reasonably likely to have a Material Adverse Effect or a material adverse effect on the ability of the Seller to execute and deliver this Agreement or the Ancillary Agreements, to perform its obligations hereunder and thereunder or to consummate the transactions contemplated hereby and thereby.

          3.4. Consents and Approvals. Except as required under the HSR Act or as set forth in Schedule 3.4, no consent, approval, authorization, license or order of, registration or filing with, or notice to, any Governmental Entity or any other Person (collectively, “Consents”) is necessary to be obtained, made or given by the Seller, the Company or any of its Subsidiaries in connection with the execution and delivery by the Seller of this Agreement or Ancillary Agreements, the performance by the Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, other than such Consents which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect or a material adverse effect on the ability of the Seller to execute and deliver this Agreement or the Ancillary Agreements, to perform its obligations hereunder or to consummate the transactions contemplated hereby and thereby.

          3.5. Organization and Qualification of the Company and its Subsidiaries. Schedule 3.5 lists each of the Company’s directly and indirectly owned Subsidiaries. The Company and each of its Subsidiaries are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power and authority to own their Properties and to conduct their respective businesses as currently being conducted, in each case with such exceptions as have not had a Material Adverse Effect. The Company and each of its Subsidiaries are duly qualified and in good standing as a foreign corporation in all jurisdictions in which the nature of their respective businesses or the ownership of their respective Properties makes such qualification necessary, in each case except where the failure to be so qualified has not had a Material Adverse Effect.

          3.6. Capitalization of Company. (a) Schedule 3.6 sets forth the designation, par value and the number of authorized, issued and outstanding shares of capital stock of the Company. The issued and outstanding capital stock of the Company consists solely of the Shares. Except as set forth in Schedule 3.6, no other class of equity securities, preferred stock, bonds, debentures, notes, other evidences of indebtedness for borrowed money or other securities of any kind of the Company (except for the Shares) is authorized, issued or outstanding. All of the Shares are duly authorized, validly issued, fully paid and non-assessable.

          3.7. Capitalization of CRNA and CINA. (a) Schedule 3.7 sets forth the designation, par value and the number and authorized, issued and outstanding shares of capital stock of each of CRNA and CINA and the number and percentage ownership interest of the Company in CRNA and CRNA in CINA. Except as set forth in Schedule 3.7, no other class of equity securities, preferred stock, bonds, debentures, notes, other evidences of indebtedness for borrowed money or other securities of any kind of CRNA or CINA is authorized, issued or outstanding. All of the outstanding shares of capital stock of CRNA and CINA are duly authorized, validly issued, fully paid and non-assessable. Except as set forth in Schedule 3.7, all of the outstanding shares of capital stock of CRNA and CINA are owned of record and beneficially by the Company and CRNA, respectively, free and clear of any Lien (other than restrictions on transferability of such shares provided in Applicable Insurance Codes, the Securities Act and any applicable state securities laws), in each case with such exceptions as have not had a Material Adverse Effect.

          3.8. Title to Shares. Seller has good and valid title to each of the Shares, free and clear of any Lien (other than any restrictions on transferability of the Shares expressly provided in the Applicable Insurance Codes, the Securities Act and any applicable state securities laws).

          3.9. Financial Statements. (a) The Seller has heretofore delivered to the Purchaser true and complete copies of the Statutory Statements of CINA and the Statutory Statements of CRNA.

          3.10. Absence of Changes. (a) Except as set forth in Schedule 3.10 or any other Schedule hereto and except for the transactions contemplated hereby, since June 30, 2006, no change or event has occurred or condition exists that has had a Material Adverse Effect.

          3.11. Legal Proceedings. Except as set forth in Schedule 3.11, there is no action, suit, claim, arbitration, proceeding, inquiry or investigation pending or, to the Knowledge of Seller, threatened against the Seller, the Company or any of its Subsidiaries or any of their respective assets or Properties, by or before any court, other Governmental Entity or arbitrator, other than actions, suits, claims or proceedings which, if adversely determined, would not have a Material Adverse Effect. Except as set forth in Schedule 3.11, there is no outstanding order, writ, judgment, injunction, fine, award, determination or decree of any court, other Governmental Entity or arbitrator against the Company or any of its Subsidiaries or any of their respective assets or Properties which has had a Material Adverse Effect.

          3.12. Compliance with Laws; Permits. Except as set forth in Schedule 3.12, each of the Company and its Subsidiaries are in compliance with (a) all applicable laws, statutes, ordinances, rules, regulations or other legal requirements, whether federal, state, local or foreign, (b) all applicable orders, writs, judgments, injunctions, awards, determinations and decrees of any court, other Governmental Entity or arbitrator and (c) its Permits, except where the failure to comply has not had a Material Adverse Effect. Each of the Company and its Subsidiaries have all Permits necessary for the ownership of its assets and Properties and to the conduct of their business which if violated or not obtained would have a Material Adverse Effect (a “Material Permit”), and all such Material Permits are valid and in full force and effect.

          3.13. Contracts. (a) Schedule 3.13(a) contains a true and complete list of all of the following Contracts (excluding Plans and Insurance and Reinsurance Contracts

which are the subject of Section 3.16(a), respectively) to which any of the Company or any of its Subsidiaries are a party:

     (i) material partnership or joint venture Contracts;

     (ii) Contracts containing any covenant of the Company or any of its Subsidiaries not to compete that materially impairs the operation of the business of the Company or any of its Subsidiaries as conducted on the date of this Agreement;

     (iii) Contracts, involving amounts in excess of $1,000,000, relating to the borrowing of money, or the direct or indirect guaranty of any obligation for borrowed money by the Company or any of its Subsidiaries, or Contracts to service the repayment of borrowed money or any other liability in respect of indebtedness for borrowed money of any other Person;

     (iv) lease, sublease, rental, licensing, use or similar Contracts with respect to personal Property providing for annual rental, license, or use payments in excess of $250,000 or the guaranty of any such lease, sublease, rental or other Contracts;

     (v) Contracts (A) outside the Ordinary Course of Business for the purchase, acquisition, sale or disposition of any assets or Properties or (B) outside the Ordinary Course of Business for the grant to any Person (excluding the Company or its Subsidiaries) of any option or preferential rights to purchase any assets or Properties of CRNA;

     (vi) employment Contracts with any current officer, director or Employee providing for compensation of $250,000 or more per annum that is not terminable by the Company or its Subsidiaries by notice of not more than 90 days; and

     (vii) Contracts pursuant to which there is either a current or future obligation of the Company or its Subsidiaries to make payments in excess of $1,000,000 in any twelve-month period and that is not terminable by the Company or its Subsidiaries by notice of not more than 90 days for a cost of less than $250,000 (other than Contracts relating to investments in the Ordinary Course of Business and other than leases of real Property).

          3.14. Property and Assets. Schedule 3.14 contains a true and complete list of (i) all real Property owned by the Company or any of its Subsidiaries and (ii) all real Property leased by the Company or any of its Subsidiaries for an annual lease amount in excess of $250,000 (the “Leased Real Property”). As of the date hereof, the Company or any of its Subsidiaries have a valid leasehold interest in the applicable Leased Real Property as provided in the applicable lease, in each case free and clear of any Lien except (A) as set forth in Schedule 3.14, (B) Liens which do not materially interfere with the current use of the Leased Real Property and (C) Permitted Liens.

          3.15. Intellectual Property. The Company and/or its Subsidiaries owns, licenses or otherwise possesses rights to use, all patents, trademarks, trade names, service marks, copyrights, technology, know-how, computer software programs or applications, and tangible or intangible proprietary information or materials that are used in the business of the Company and each of its Subsidiaries as currently conducted, except for any such failures to own, be licensed or possess that have not had a Material Adverse Effect.

          3.16. Employee Benefit Plans. (a) Schedule 3.16 contains a true and complete list, as of the date hereof, of all material Plans. The Seller has delivered or made available to the Purchaser true and complete copies of the following documents: (i) each of the Plans listed in Schedule 3.16, including all amendments thereto, or a written description if there is no formal Plan document, any related trust agreements, group annuity contracts, insurance policies or other funding agreements or arrangements; (ii) the most recent determination letter, if any, from the IRS with respect to each of the Plans that is intended to be qualified under section 401(a) of the Code or section 403(a) of the Code; (iii) the current summary plan description, if any, for each of the Plans; and (iv) the annual return/report on Form 5500, 5500-C or 5500-R, if any, for each of the Plans for the most recent plan year.

          3.17. Employee Relations. (a) Except as set forth in Schedule 3.17, (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending or, to the Knowledge of Seller, threatened against the Company or any of its Subsidiaries, and during the past twelve months there has not been any such action; (ii) neither the Company nor any of its Subsidiaries are a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to Employees; and (iii) within the last twelve months there has been no “mass layoff” or “plant closing” as defined by the WARN Act or any similar state or local “plant closing” law with respect to the Employees.

          3.18. Insurance Policies. Schedule 3.18 contains a list of all material policies of insurance (excluding Reinsurance Contracts assumed or ceded by the Company or any of its Subsidiaries in connection with the conduct of their insurance and reinsurance business) maintained by the Company or its Subsidiaries as of the date hereof with respect to their respective Properties and the conduct of their respective businesses (the “Company Insurance Policies”).

          3.19. Tax Matters. Except as otherwise stated or disclosed in Schedule 3.19, (i) the Company and its Subsidiaries have filed (or joined in the filing of) when due (after taking into account all properly requested extensions) all material Tax Returns required by applicable law to be filed with respect to the Company or any of its Subsidiaries and all Taxes shown to be due on such Tax Returns have been paid; (ii) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company or any of its Subsidiaries in respect of any material Tax or assessment, nor is any written claim for additional Tax or assessment being asserted by any Taxing Authority; (iii) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Company or any of its Subsidiaries; and (iv) neither the Company nor any of its Subsidiaries is a party to any agreement other than with the Seller, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlement to refunds or similar Tax matters.

          3.20. Bank Accounts. Schedule 3.20 contains a true and complete list of the names and locations of all banks, trust companies, securities brokers and other financial institutions at which the Company or its Subsidiaries has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship.

          3.21. Material Services Provided by Seller. Except as set forth any of in Schedule 3.21, neither the Seller, nor its Affiliates (other than the Company or any of its Subsidiaries) provide any material services to the Company or its any of Subsidiaries.

          3.22. No Brokers. Except for Credit Suisse LLC, J.P. Morgan plc and Goldman Sachs International, no broker, finder or investment banker (an “Investment Broker”) acting on behalf of the Seller, the Company or any of its Subsidiaries is or will be entitled to any brokerage, finder’s or other fee, compensation or commission from the Seller. No person is or will be entitled to any brokerage, finder’s or other fee, compensation or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

          3.23. No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS QUALIFIED BY THE SCHEDULES) OR THE ANCILLARY AGREEMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER, THE SELLER’S AFFILIATES, THE COMPANY, ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, AND THE SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLER, THE SELLER’S AFFILIATES, THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III HEREOF (AS QUALIFIED BY THE SCHEDULES) OR THE ANCILLARY AGREEMENTS, THE SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE PURCHASER OR ANY OF ITS AFFILIATES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE SELLER, THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES).

          4.1. Organization of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Nebraska, United States of America.

          4.2. Authorization, Validity and Enforceability. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby by the Purchaser have been duly and validly authorized by all necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of any of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

          4.3. No Conflicts. Assuming compliance with the matters referred to in Section 4.4 below, the execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with, result in any breach or violation of, or constitute a default under (or an event which with the giving of notice or the lapse of time or both would constitute a default under), or give rise to any right of termination or acceleration of any right or obligation of the Purchaser, or result in the creation or imposition of any Lien upon any assets or Properties of the Purchaser by reason of the terms of (a) the certificate of incorporation, bylaws or other charter or organization documents of the Purchaser, (b) any material Contract to which the Purchaser is a party or by or to which it or its assets or Properties may be bound or subject, (c) any applicable order, writ, judgment, injunction, award, decree, law, statute, ordinance, rule or regulation or (d) any other Permit of the Purchaser other than, in the case of each of (b), (c) and (d), any such terms that would not be reasonably likely to have a material adverse effect on the ability of the Purchaser to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder or to consummate the transactions contemplated hereby and thereby.

          4.4. Purchaser Consents and Approvals. Except as required under the HSR Act and as set forth in Schedule 3.4 or 4.4, no Consent of any Governmental Entity or other Person is necessary to be obtained, made or given by the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement or the Ancillary Agreements, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, except for consents which if not obtained or made would not be reasonably likely to have a material adverse effect on the ability of the Purchaser to execute and deliver this Agreement or the Ancillary Agreements, to perform its obligations hereunder and thereunder or to consummate the transactions contemplated hereby and thereby.

          4.5. Investment Intent. The Shares will be acquired by the Purchaser for its own account without a view to a distribution or resale thereof, it being understood that the Purchaser shall have the right to sell or otherwise dispose of any of the Shares pursuant to a registration or an exemption therefrom under the Securities Act, and any applicable state securities laws.

          4.6. Financing. The Purchaser has cash available or has existing borrowing facilities which together are sufficient to enable it to consummate the transactions contemplated by this Agreement.

          4.7. No Brokers. No Investment Broker acting on behalf of the Purchaser is entitled to any brokerage, finder’s or other fee, compensation or commission from the Purchaser in connection with the transactions contemplated by this Agreement.

          4.8. No Knowledge of Misrepresentations or Omissions. The Purchaser has no knowledge that the representations and warranties of the Seller made in this Agreement are not true and correct and the Purchaser has no knowledge of any material errors in, or material omissions from, the Schedules to this Agreement.

          4.9. No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS QUALIFIED BY THE SCHEDULES) OR THE ANCILLARY AGREEMENTS, NEITHER THE PURCHASER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASER, THE PURCHASER’S AFFILIATES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, AND THE PURCHASER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE PURCHASER OR THE PURCHASER’S AFFILIATES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

          5.1. Conduct of Business. (a) Except for the Restructuring Transactions, or as set forth on Schedule 5.1 or any of the other Schedules hereto, or as otherwise contemplated by this Agreement or the Ancillary Agreements, or as consented to in writing (such consent not to be unreasonably withheld or delayed) by the Purchaser, from the date hereof to and including the Closing Date, the Seller will cause the Company and each of its Subsidiaries to conduct their operations in the Ordinary Course of Business.

     (i) amend or modify its certificate or articles of incorporation, bylaws or other charter or organization documents;

     (ii) merge or consolidate with or acquire the business of any other corporation or other business organization or, except in the Ordinary Course of Business or pursuant

to any Material Contract, acquire any material property or material assets of any other Person;

     (iii) except in the Ordinary Course of Business, sell, pledge, lease, license or dispose of a material portion of any of its assets;

     (iv) enter into, amend, terminate or otherwise restructure any Intercompany Agreements in a manner that would have an impact on the Company or any of its Subsidiaries (other than as contemplated by the Restructuring Transactions, the Permitted Commutations or Section 5.3 hereof); provided, however, that the Purchaser acknowledges and agrees that all services provided by the Seller and its Affiliates (other than the Company and its Subsidiaries) shall cease as of the Closing except as provided in the CRNA Transition Services Agreement;

     (v) except as set forth in Schedule 5.1, enter into any Commutations of (x) ceded Reinsurance Contracts or (y) material assumed Reinsurance Contracts;

     (vi) split, combine or reclassify any shares of its capital stock, or declare, pay or set aside any sum for any dividend or other distribution (whether in cash, stock or Property, any combination thereof or otherwise) in respect of its capital stock, or redeem, purchase or otherwise acquire (or agree to redeem, purchase or otherwise acquire) any of its capital stock or any of its other securities or any securities of the Company or any of its Subsidiaries;

     (vii) adopt a plan of complete or partial liquidation, dissolution, rehabilitation, merger, consolidation, restructuring, recapitalization, redomestication or other reorganization;

     (viii) except as required by applicable law or by any Governmental Entity, adopt a new Plan, amend any Plan or permit any Plan to enter into any material Contract, insurance arrangement or funding obligation to increase present or future benefits or the present or future cost of providing benefits;

     (ix) terminate any Employee or Plan (other than Plan terminations resulting from the expiration of Plans in accordance with their terms) where such termination would reasonably be expected to result in a liability in excess of $50,000;

     (x) adopt or amend any Plan or employment agreement or employment contract where such adoption or amendment would reasonably be expected to result in a liability in excess of $50,000, except to the extent required by applicable law;

     (xi) other than in the Ordinary Course of Business, enter into any commitment, contractual obligation or transaction which calls for aggregate payments in excess of $100,000 and which does not expire or is not terminable without cost or penalty at the Company’s option within a 90-day period;

     (xii) incur any Debt (excluding for this purpose (A) any interest, fees or premiums accruing on Debt outstanding on the date hereof and (B) any Debt incurred to

service interest, fees or premiums accruing on the Senior Notes; provided that such Debt is not paid by the Company or its Subsidiaries);

     (xiii) make, authorize or commit to any capital expenditures in excess of $100,000;

     (xiv) settle or compromise any Action, other than (A) any claims or litigation for which the sole remedy is monetary damages in an amount less than $500,000 or, (B) claims or litigation arising out of any Reinsurance Contracts in an amount less than $500,000, (C) as required by a final or non-appealable judgment of an arbitration panel or court, or (D) Regulatory Body Matters; provided, however, that if the settlement or compromise of any Regulatory Body Matter would require the Purchaser, the Company or any of its Subsidiaries to admit any liability or pay damages or other amounts in settlement, the Seller may not effect such settlement without the Purchaser’s written consent (which consent shall not be unreasonably withheld or delayed);

     (xv) make or change any material Tax election, enter into, amend, terminate or otherwise restructure any Intercompany Agreements relating to Taxes (other than with respect to the Restructuring Transactions, Permitted Commutations or the ZFS Tax Sharing Agreement) change an annual accounting period, adopt or change any material accounting method, consent to any extension or waiver of the limitation period applicable to any material Tax Claim or assessment relating to the Company or any of its Subsidiaries, if such election, adoption, change, consent or other action would have the effect of increasing the Tax liability of the Company or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of the Company or any of its Subsidiaries existing on the Closing Date;

     (xvi) take any actions (other than those contemplated by this Agreement or the Schedules hereto), which would cause the payments for salaries and obligations under all Plans to exceed the amounts set forth on the employee payments budget attached hereto as Annex E (the “Budget”) for the periods set forth in the Budget (other than payments required by law or by the terms of any Plans); or

     (xvii) agree in writing to do any of the foregoing.

          5.2. Access; Confidentiality. (a) From the date hereof until the Closing, the Seller will, and will cause the Company and each of its Subsidiaries to, (i) allow the Purchaser and its officers, employees, counsel, accountants, actuaries, consultants and other authorized representatives (“Representatives”) to have reasonable access to the books, records, Contracts, Properties, facilities, management and personnel of the Company and each of its Subsidiaries at all reasonable times, upon reasonable notice and in a manner so as not to interfere with the normal operation of the business of the Company and each of its Subsidiaries and (ii) cause the respective officers, employees and Representatives of the Seller, the Company and each of its Subsidiaries to cooperate in good faith with the Purchaser and its Representatives in connection with all such access.

          5.3. Intercompany Accounts; Intercompany Agreements. Except as set forth in Schedule 5.3 and except for the Surplus Note, the CHNA Intercompany Loans, the Restructuring Transactions and the Permitted Commutations, the Seller shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (x) the Company or any of its Subsidiaries, on the one hand, and (y) the Seller or any of its Affiliates (other than the Company or any of its Subsidiaries), or any of the officers or directors of any of the Seller and any of its Affiliates (other than the Company and its Subsidiaries, or any of the officers or directors of the Company or its Subsidiaries), on the other hand, to be settled in full (without any premium or penalty), at or prior to the Closing.

          5.4. Cooperation and Reasonable Best Efforts. Subject to the terms and conditions hereof, (a) each of the parties hereto shall cooperate with each other, and the Seller shall cause the Company and each of its Subsidiaries to cooperate with the Purchaser, in connection with consummating the transactions contemplated by this Agreement, and (b) each of the parties hereto agrees to, and the Seller shall cause the Company and each of its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

          5.5. Director and Officer Indemnification. (a) From and after the Closing Date, Purchaser shall, and shall cause the Company and each of its Subsidiaries to, maintain all rights to indemnification or exculpation now existing in favor of current and former directors, officers, employees and agents of the Company or its Subsidiaries (collectively, the “Director and Officer Indemnified Parties”) as provided in their respective certificates of incorporation or bylaws (or other governing documents) or otherwise in effect as of the date hereof with respect to matters occurring prior to the Closing Date, which shall survive and shall continue in full force and effect after the Closing Date for a period of six years. Any rights to indemnification or exculpation pursuant to this Section 5.5 shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in a manner that would adversely affect the rights thereunder of individuals who were directors, officers, employees or agents of the Company or its Subsidiaries prior to the Closing Date.

          5.6. Consents and Approvals. (a) As soon as practicable after the date hereof, each of the parties hereto shall use its reasonable best efforts to obtain any necessary Consents of, and make any filing with or give any notice to, any Governmental Entities and other Persons (including, without limitation, (i) Insurance Approvals and (ii) pursuant to the HSR Act, the Federal Trade Commission and the United States Department of Justice) as are required to be obtained, made or given by such party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Each party shall pay all amounts required to be paid by it in connection with obtaining any Consents that it is required to obtain, including those set forth in Schedule 5.6. In furtherance of the foregoing, each party shall use its reasonable best efforts to obtain the necessary Consents of any Governmental Entities prior to December 31, 2006. The Seller and the Purchaser shall provide each other with a reasonable opportunity to review and comment upon submissions made to the Applicable Insurance Departments in connection with the Seller Insurance Approvals and the Purchaser Insurance Approvals, respectively, and shall keep one another reasonably informed of developments relating to their efforts to obtain such Insurance Approvals. Prior to the Closing, the Seller will not, and will not permit any of its Subsidiaries to, enter into or agree to any regulatory restrictions or arrangements which, as a result, would materially alter CRNA’s or CINA’s licensing or regulatory status in any state or Canada without first using its reasonable best efforts to consult with the Purchaser with respect thereto, it being understood that nothing in this Agreement shall give the Purchaser any right to prior consent to any such restriction or limitation.

          5.7. Press Releases. Prior to the Closing, each party hereto shall consult with the other party hereto prior to issuing, and shall provide the other party with a reasonable opportunity to review and comment upon, any press release pertaining to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release prior to such consultation.

          5.8. Records Retention, Accounting and Tax Support. From and after the Closing Date, upon reasonable notice, Purchaser and Seller agree to furnish or cause to be furnished to each other and their Representatives, employees, counsel and accountants access, during normal business hours, to such information in a readily readable and accessible form (including Materials or other records pertinent to the Company and any of its Subsidiaries); assistance and cooperation relating to the Company and any of its Subsidiaries as is reasonably necessary for financial reporting, loss reporting and accounting matters, the preparation and filing of any Tax Returns, or the defense of any Tax Claim, Converium Third Party Claim or assessment and to meet reporting requirements to any retrocessionaires or any Governmental Entities; provided, however, that such access and cooperation does not unreasonably disrupt the normal operations of Purchaser, Seller or the Company or any of its Subsidiaries. Such cooperation shall include, without limitation, making Employees (and, to the extent reasonably feasible, former Employees) reasonably available on a mutually convenient basis to provide information and explanations of such records and materials. From and after the Closing Date, Purchaser shall cause the Company and each of its Subsidiaries to preserve, maintain and keep, or cause to be preserved, maintained and kept, in a readily readable and accessible form, all Materials and all other original books and records of the Company and each of its Subsidiaries, including all books and records necessary and pertinent to the Company and its Subsidiaries for financial reporting and accounting purposes, the preparation and filing of any Tax Returns, or the defense of any Tax Claim, Converium Third Party Claim or assessment (the “Books and Records”) for the longer of any statute of limitations applicable to any such matters and a period of six (6) years from the Closing Date. During such six-year or longer period, Seller and its Representatives shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such Books and Records. After such six-year or longer period, before the Company or its Subsidiaries shall dispose of any of such Books and Records, the Company or any of its Subsidiaries shall give Seller at least ninety (90) days’ prior written notice of its intention to dispose of such Books and Records and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such Books and Records as Seller may elect.

          5.9. Tax Matters. (a) Any refund of Taxes with respect to the Company or any of its Subsidiaries that is received with respect to any Pre-6/30 Tax Period shall be for the account of the Seller (other than amounts received in respect of (i) a $919,182 refund receivable from the IRS for utilization of capital loss carryback from 1997 to 1995 or (ii) a $339,472 refund receivable for an overpaid tax balance to the Canadian tax authority). To the extent that the Purchaser or the Company or any of its Subsidiaries receives any such refund of Taxes after the Closing Date with respect to any such Pre-6/30 Tax Period (other than amounts

received in respect of (i) a $919,182 refund receivable from the IRS for utilization of capital loss carryback from 1997 to 1995 or (ii) a $339,472 refund receivable for an overpaid tax balance to the Canadian tax authority) the amount of such refund of Taxes shall be promptly paid to the Seller. For purposes of this Section 5.9(a) the following shall be considered a refund of Taxes: (i) any payments that the Company or any of its Subsidiaries is entitled to receive pursuant to the ZFS Tax Sharing Agreement and (ii) any reduction in the Tax accrual reflected on the books of the Company and its Subsidiaries with respect to the ZFS Tax Sharing Agreement. For the avoidance of doubt, any special estimated tax payment, as described in Section 847 of the Code (“SETP”), made prior to the Closing by Seller or any refund of SETPs that may be received by Purchaser or the Company or any of its Subsidiaries shall not be considered a refund of Taxes for the purposes of this Agreement.

          5.10. Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller when due. Purchaser and Seller will, to the extent require by applicable law, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges.

          5.11. No Section 338 Election. No election under Section 338(g) or Section 338(h)(10) of the Code or similar provision under state, local or foreign law shall be made with regard to the stock of the Company or any of its Subsidiaries.

          5.12. Employee Benefits Matters. From and after the Closing, the Purchaser shall be solely responsible for and shall honor and satisfy all liabilities with respect to (i) the Plans as set forth on Schedule 3.16 and applicable law and (ii) the Recap Employees Obligations. For the avoidance of doubt, and without limiting the generality of the foregoing, such liabilities to be honored and satisfied with respect to the Plans include any amounts due to any Employee or former employee of the Company or any of its Subsidiaries pursuant to the terms of the Annual Incentive Plan, the CRNA Long-Term Incentive Plan and the CRNA Severance Benefits, and any letter agreements received by such Employees or former employees that provide for enhanced benefits under such plans (together, the “Incentive Plans”). In addition, it is understood that any Employees and former employees of the Company or any of its Subsidiaries who hold, on the Closing Date, outstanding equity-based awards under any Plan shall be entitled to exercise such option or receive shares in accordance

with the terms of the Plans. Any amounts payable pursuant to the terms of the Incentive Plans as a consequence of the transactions described in this Agreement shall be paid by the Purchaser to the eligible Employees and former employees under the Incentive Plans promptly following the Closing Date. Subject to the foregoing, the Purchaser may amend or terminate any of the Plans after the Closing Date in accordance with their terms and applicable law.

          5.13. Guaranteed Reinsurance Contracts. (a) The Purchaser shall indemnify, defend and hold harmless the Guarantor against, and reimburse the Guarantor for, any and all amounts paid, including all Adverse Consequences (as defined below), including punitive, or bad faith damages, arising out of, or in connection with, such Guaranteed Reinsurance Contracts, and shall in any event promptly (and in any event within 10 Business Days following notice from the Guarantor of a claim or payment) reimburse the Guarantor to the extent that (i) any Guarantees are called upon and the Guarantor or its Affiliates make any payment under any Guarantee, (ii) the Guarantor is required to defend or investigate any claims arising out of a Guarantee or (iii) the provisions of Section 5.13(e) are applicable and the Guarantor settles or compromises a Guarantee Claim (as defined below) in accordance with the terms thereof.

          5.14. Litigation Cooperation. (a) From and after the Closing Date, the Purchaser shall cause the Company and each of its Subsidiaries to actively and fully cooperate, engage in communications and share, exchange and jointly create documents, information, and analyses in connection with, and in order to enable Seller to respond to, Converium Third Party Claims. Such cooperation shall include, without limitation, (i) the provision to the Seller of all records and information relating to the Company or its Subsidiaries, as the case may be, concerning Converium Third Party Claims as requested by the Seller, (ii) making Employees (and, to the extent reasonably feasible, former Employees) reasonably available on a mutually convenient basis to provide information concerning Converium Third Party Claims and explanation of any Materials provided hereunder, regardless of whether any conflict of interest exists between or among the parties hereto with respect to any Converium Third Party Claim, (iii) making Employees (and, to the extent reasonably feasible, former Employees) reasonably available on a mutually convenient basis for purposes of investigating any Converium Third Party Claim, as well as the preparation of any work in connection with any Converium Third Party Claims (iv) making Employees (and, to the extent reasonably feasible, former Employees) available to provide testimony at a

deposition, trial or other proceeding concerning any Converium Third Party Claim, (v) providing Seller with access to Materials, documents, emails and data residing with or in the possession, custody or control of the Company, its Subsidiaries or Employees (and to the extent reasonably feasible, former Employees) relating to any Converium Third Party Claim and (vi) consultation and coordination regarding Seller’s defense or prosecution of any Converium Third Party Claim. To the extent that the Seller, the Company and any of its Subsidiaries are parties to the same Converium Third Party Claim, the appropriate parties shall consult as to strategy and seek to coordinate their actions.

          5.15. Rights to the Converium Name and Converium Marks. (a) As of the Closing Date, Purchaser, the Company, its Subsidiaries and their respective Affiliates shall not use in any manner any trademarks of Seller or any of Seller’s Affiliates, including “Converium” (in block letters or otherwise) or the Converium monogram, either alone or in combination with other words, phrases, symbols, or devices, or any other trademarks confusingly similar to or embodying any of the foregoing (all of the foregoing collectively, the “Converium Name and Converium Marks”), except as provided for in the Transitional Trademark License Agreement. As promptly as practicable, but in no event more than the term of the Transactional Trademark License Agreement, Purchaser shall cause the Company and each of its Subsidiaries (i) to cease using in any manner the Converium Name and Converium Marks, (ii) to make all filings with the appropriate Governmental Entity (including without limitation, filing amendments to the applicable charters and by-laws and filing appropriate amendments to policy form filings) to cause the Company and each of its Subsidiaries to change any of their names that contain any of the Converium Name and Converium Marks to a new corporate name that does not include the Converium Name and Converium Marks; (iii) to cease to use in any form whatsoever any of the Converium Name and Converium Marks; and (iv) to re-label, destroy or exhaust all materials bearing the Converium Name and Converium Marks, including signage, advertising, promotional materials, electronic materials, collateral goods, stationery, business cards, websites, and other materials.

          5.16. Proprietary and Third Party Software. (a) All rights in and to any software, including without limitation, source code, object code and related documentation, that was created, conceived developed or acquired, whether jointly or individually, by the Seller or any of its Affiliates (but excluding any third party software licensed by the Seller or any of the Seller’s Affiliates) prior to the Closing Date shall belong solely to the Seller and shall be proprietary to the Seller (“Proprietary Software”). The Company and each of its Subsidiaries are hereby granted a perpetual, non-exclusive, worldwide, non-sublicensable, royalty-free license to use the Proprietary Software identified on Schedule 5.16(a), used by CRNA and CINA in the operation of their respective businesses as of the Closing Date solely in object code for internal business purposes. CRNA and its Subsidiaries shall be entitled to receive related maintenance and support services for the Proprietary Software from the Seller and its Affiliates solely for a transition period as set forth in the CRNA Transition Services Agreement. It is expressly understood by the Purchaser that the Seller, the Company and its Subsidiaries make no representations or warranties, whether express or implied, with respect to the Proprietary Software and the license granted herein. It is further understood that except as expressly provided in the CRNA Transition Services Agreement and subject to the limitations set forth therein, the Seller and its Affiliates are under no obligation to render any support or maintenance services with respect to the Proprietary Software, which support and maintenance services shall cease upon termination of the CRNA Transition Services Agreement. From and after the Closing Date, the Purchaser shall cause the Company and each of its Subsidiaries to treat all copies of such Proprietary Software as the confidential and proprietary property of the Seller. The Seller will make available a copy of the then current version of the source code of the Proprietary Software existing as of the Closing Date to the Purchaser and the Purchaser may copy, alter, reproduce, create derivative works and modify the source code for the Proprietary Software solely as required to operate the Proprietary Software and enjoy the benefits of the license granted herein. The Company and its Subsidiaries shall not be entitled to any updates to any source code for the Proprietary Software.

          6.1. Conditions to the Obligation of the Purchaser to Close. The obligation of the Purchaser to purchase the Shares at the Closing shall be subject to the satisfaction of the following conditions at or prior to the Closing (unless waived by the Purchaser):

          6.2. Conditions to the Obligation of the Seller to Close. The obligations of the Seller to sell the Shares at the Closing shall be subject to the satisfaction of the following conditions at or prior to the Closing (unless waived by the Seller):

          6.3. Waiver of Closing Conditions. The parties acknowledge and agree that if Purchaser or Seller has knowledge of a failure of any condition set forth in Section 6.1 or 6.2, respectively, or of any breach by the other party of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements, as the case may be, and such party proceeds with the Closing, such party shall be deemed to have waived such condition or breach and such party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article VII to sue for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

          6.4. Frustration of Closing Conditions. Neither Purchaser nor Seller may rely on the failure of any condition set forth in Section 6.1 or 6.2, respectively, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to cause the Closing to occur.

          7.1. No Survival of Representations and Warranties. No representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the Closing, except for the agreements set forth in Sections 3.23 (No Other Representations or Warranties), 4.9 (No Other Representations or Warranties), 5.5 (Director and Officer Indemnification), 5.8 (Records Retention, Accounting and Tax Support), 5.9 (Tax Matters), 5.10 (Transfer Taxes), 5.11 (No Section 338 Election), 5.12 (Employee Benefits Matters), 5.13 (Guaranteed Reinsurance Contracts), 5.14 (Litigation Cooperation), 5.15 (Rights to the Converium Name and Marks) and 5.16 (Proprietary and Third Party Software), Article VII (Indemnification) and Article IX (Miscellaneous).

          7.2. Indemnification of the Purchaser. Subject to the limitations set forth in Section 7.1 above, the Seller agrees to indemnify the Purchaser and its successors, permitted assigns, directors, officers, employees and Affiliates (“Purchaser Indemnitees”) from and against all liabilities, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses (“Adverse Consequences”), arising out of or resulting from (a) civil damages, litigation costs, fines or penalties resulting from any investigation by any Governmental Entity with respect to the accounting treatment or financial reporting of (A) finite or non-traditional reinsurance in which Subsidiaries of the Parent participated, or (B) the MBIA reinsurance program set forth in the Schedules hereto and the resultant restatement of the Parent’s financial statements, in the case of (A) and (B) to the extent such investigations relate to the conduct of such business prior to the Closing; provided, however, that the Seller shall have no obligation to indemnify the Purchaser for (i) any Adverse Consequences arising out of, or resulting from the conduct of the Purchaser or any of its Affiliates or (ii) any Adverse Consequences arising out of or resulting from actions required or permitted to be taken pursuant to this Agreement or taken with the Purchaser’s consent and (b) Pre-6/30 Taxes.

          7.3. Indemnification of the Seller. The Purchaser agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (“Seller Indemnitees”) from and against all Adverse Consequences arising out of or resulting from (a) the breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement requiring performance after the Closing, (b) the Senior Notes, (c) the operation of the business of the Company and each of its Subsidiaries following the Closing and (d) the assignment of the Surplus Note to any person other than the Company (including Adverse Consequences to the Company that give rise to Adverse Consequences to the Parent or the Seller as a result of the indemnity for Pre-6/30 Taxes contemplated by Section 7.2(b) or otherwise).

          7.4. Matters Involving Third Parties Other Than Tax Claims. (a) If any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Article VII (other than claims under Guarantees, which shall be the subject of Section 5.13 hereof), then the Indemnified Party shall promptly (and in any

event within five (5) Business Days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in reasonable detail in writing; provided, however that the failure to provide such written notice on a timely basis shall not release the Indemnifying Party from any of its obligations under this Artcile VII except (i) to the extent the Indemnifying Party is actually materially required thereby and (ii) that the Indemnifying Party shall not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such notice. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

          7.5. Matters Involving Tax Claims. If a Tax Claim is made or threatened by any Taxing Authority that, if successful, may result in an indemnity payment under Section 7.2, the Purchaser shall promptly (and in any event within five (5) Business Days after receiving notice of such Tax Claim) notify the Seller, stating the nature and basis of such claim and the amount thereof, to the extent known. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume at its own expense control of any audit or other defense of any Tax Claim with its own counsel (who shall be reasonably satisfactory to the Purchaser). The Seller’s right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by the Seller or for which the Seller would be liable pursuant to Section 7.2. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim relates to a Taxable Period which begins before and ends after June 30, 2006, in which event such costs shall be fairly apportioned. The Purchaser and each of the Company and its Subsidiaries at their own expense shall cooperate with the Seller in contesting any Tax Claim, which cooperation shall include the retention and, upon the Seller’s request, the

provision of records and information that are reasonably relevant to such Tax Claim and making Employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, the Seller shall neither consent nor agree to the settlement of any Tax Claim with respect to any liability for Taxes that may affect the liability for any state, federal or foreign income tax of the Company or any of its Subsidiaries or any affiliated group (as defined in section 1504(a) of the Code) of which the Company or any of its Subsidiaries is a member for any Taxable Period beginning after the Closing Date without the prior written consent of the Purchaser and neither the Seller, nor any entity related to the Seller, shall file an amended Tax Return that may increase the liability for Taxes of the Company or its Subsidiaries after the Closing Date without the prior written consent of the Purchaser. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Taxable Period of the Company or any of its Subsidiaries which begins before and ends after June 30, 2006 and each party shall bear its own out-of-pocket costs and expenses of the contest and all joint costs and expenses of the contest shall be borne in the same ratio as the applicable proposed Tax would be allocated.

          7.6. Matters Not Involving Third-Party Claims. Any indemnifiable claim that is not a Third-Party Claim shall be asserted by written notice to the Indemnifying Party.

          7.7. Collateral Source Recoveries. The amount of an indemnification payment in respect of an Adverse Consequence required to be made to any Purchaser Indemnitee or Seller Indemnitee hereunder shall be limited to the amount of any Adverse Consequence that remains after deduction therefrom of (i) any Tax benefits to the Indemnified Party as a result of the Adverse Consequence and (ii) any third-party recoveries relating to the Adverse Consequence giving rise to the indemnification claim paid to the Indemnified Party.

          7.8. Cooperation. Purchaser and Seller shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder including by making commercially reasonable efforts to mitigate or resolve any such claim or liability.

          7.9. Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto (a) pursuant to Section 7.2(c) with respect to Pre-6/30 Taxes, shall terminate at the time the applicable statute of limitations with respect to the Tax Liabilities in question expires (giving effect to any extension thereof) and (b) pursuant to the other clauses of Section 7.2 and 7.3, shall not terminate.

          7.10. Exclusive Remedy. The Purchaser and the Seller acknowledge and agree that prior to the Closing, the sole and exclusive remedy of the Purchaser for any breach or inaccuracy of any representation or warranty contained herein shall be refusal to close the purchase and sale of the Shares hereunder and following the Closing and other than in the case of actual fraud and except as expressly provided in the Ancillary Agreements, or the NICO Commutation Agreement, the indemnification provided for in this Article VII shall be the exclusive remedy in any action seeking damages or any other form of relief brought by any party to this Agreement in respect of the transactions contemplated hereby.

          8.1. Termination of Agreement. This Agreement may be terminated prior to the Closing:

          8.2. Effect of Termination. Except as provided in the following sentence, in the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall thereafter become void and have no effect, and no party hereto shall have any liability or obligation to any other party hereto in respect of this Agreement, except that the provisions of

Section 5.2 (Access; Confidentiality), Section 5.7 (Press Releases), Article IX (Miscellaneous) and this Section 8.2 shall survive any such termination. Nothing herein shall relieve any party from liability for any breach of any of its covenants or agreements or willful breach of its representations or warranties contained in this Agreement prior to termination of this Agreement.

          9.1. Notices. Any notices and other communications required to be given pursuant to this Agreement shall be in writing and shall be effective upon delivery by hand or upon receipt if sent by certified or registered mail (postage prepaid and return receipt requested) or by a nationally recognized overnight courier service (appropriately marked for overnight delivery) or upon transmission if sent by telex or facsimile (with request for immediate confirmation of receipt in a manner customary for communications of such respective type and with physical delivery of the communication being made by one of the other means specified in this Section 9.1 as promptly as practicable thereafter). Notices are to be addressed as follows:

          9.2. Fees and Expenses. Except as provided herein, each of the parties hereto shall pay its own respective fees and expenses (including, without limitation, the fees of any other attorneys, accountants, investment bankers or other Representatives) incurred in connection with this Agreement and the transactions contemplated hereby, whether or not such transactions are consummated.

          9.3. Entire Agreement; Waivers and Amendments. This Agreement (including the Annexes and Schedules hereto and the documents and instruments referred to herein) contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings with respect thereto. This Agreement may be amended or modified, and the terms hereof may be waived, only by a writing signed by all parties hereto or, in the case of a waiver, by the party entitled to the benefit of the terms being waived.

          9.4. Assignment; Binding Effect. This Agreement may not be assigned or delegated, in whole or in part, by any party hereto without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

          9.5. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties hereto and is not intended to confer upon any other Person any rights or remedies hereunder, except as provided in Section 5.5 with respect to Director and Officer Indemnified Parties and Section 5.12 with respect to the Employees and former Employees of the Company and its Subsidiaries.

          9.6. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

          9.7. Consent to Jurisdiction. Except as otherwise expressly provided in this Agreement, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement and the Ancillary Agreements or the transactions contemplated hereby and thereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in Manhattan, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or

proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Nothing in this Agreement shall be deemed to waive the right of any person to remove any action brought in a state court to a United States District Court to the extent permitted by the laws of the United States of America. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in this Section 9.7 shall be deemed effective service of process on such party.

          9.8. Waiver of Jury Trial and Pre-Answer Security. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY COVENANTS TO THE OTHER THAT: (i) IT WILL NOT SEEK PRE-ANSWER SECURITY FROM THE OTHER UNDER N. Y. S. INSURANCE LAW SECTION 1213; AND (ii) THAT IT WILL NOT SERVE THE SUPERINTENDENT OF INSURANCE OF THE STATE OF NEW YORK AS AGENT FOR THE SERVICE OF PROCESS. THE PARTIES AGREE THAT SHOULD A PARTY BREACH THE FOREGOING COVENANT, IN ADDITION TO ANY OTHER REMEDY AVAILABLE THE NON-BREACHING PARTY SHALL NOT BE SUBJECT TO SECTION 9.7 OF THIS AGREEMENT.

          9.9. Interpretation. This Agreement is the result of arms-length negotiations between the parties hereto and has been prepared jointly by the parties. In applying and interpreting the provisions of this Agreement, there shall be no presumption that the Agreement was prepared by any one party or that the Agreement shall be construed in favor of or against any one party. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Schedules hereto is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Schedules hereto in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Schedules is or is not material for purposes of this Agreement. For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be constructed to refer to this Agreement as a whole (including all of the Annexes) and not any particular provision of this Agreement, and Article, Section, paragraph and Annexes references are to the Articles, Sections, paragraphs and Annexes to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation” unless the context otherwise requires or unless otherwise specified, (iv) the word “or” shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions, (vi) “reasonable best efforts” shall not require the expenditure of a material amount of funds by any party, waiver of any material rights or any action or omission

that would be a breach of this Agreement, and (vii) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

          9.10. Variation in Pronouns. All pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, as the context may require.

          9.11. Captions. The Article and Section headings in this Agreement are inserted for convenience of reference only, and shall not affect the interpretation of this Agreement.

          9.12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

          9.13. Extension; Waiver. At any time prior to the Closing Date, either party may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement of the other party or (c) waive compliance with any of the agreements or conditions contained in this Agreement of the other party. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. No delay on the part of any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right nor any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other such right. Notwithstanding the foregoing, the parties acknowledge and agree the if the Purchaser or the Seller has knowledge of a failure of any condition set forth in Article VI or of any breach by the other party of any representation, warranty or covenant contained in this Agreement and such party proceeds with the Closing, such party shall be deemed to have waived such condition or breach and such party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article VII, to sue for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach.

          9.14. No Representation Regarding Reserves. Purchaser acknowledges that the Seller has delivered or made available to the Purchaser the Tillinghast Report. Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, Seller makes no express or implied representation, warranty or covenant that (i) the Reserves are, or will be, adequate or sufficient, or (ii) with respect to any “line item” in the Closing Financial Data that is impacted as a result of any inadequacy or insufficiency of the Reserves. Purchaser agrees that it shall not affect a claim against Seller under any provision of this Agreement or the Ancillary Agreements for Adverse Consequences suffered by it or any of its Affiliates arising out of the inadequacy or insufficiency of the Reserves.