Common use of Dollar References Clause in Contracts

Dollar References. 141 12.14. Newco Signature Page. . . . . . . . . . . . . . . . . . . . 141 EXHIBITS Exhibit A-1 - Form of Purchaser Assumption Reinsurance Agreement Exhibit A-2 - Form of Newco Assumption Reinsurance Agreement Exhibit B-1 - Form of Purchaser Indemnity Reinsurance Agreement Exhibit B-2 - Form of Newco Indemnity Reinsurance Agreement Exhibit C - Form of Administrative Services Agreement Exhibit D - Form of Transition Services Agreement Exhibit E - Form of ▇▇▇▇ of Sale Exhibit F-1 - Form of Purchaser Trust Agreement Exhibit F-2 - Form of Newco Trust Agreement Exhibit G - Form of General Assignment Agreement Exhibit H - Form of Coinsurance and Assumption Agreement Exhibit I - Form of Opinion of Seller's Counsel Exhibit J - Form of Opinion of Purchaser's Counsel Exhibit K - Form of Custodian Agreement Exhibit L - Form of Newco Signature Page Schedule 1.01(A) - Assigned and Assumed Contracts Schedule 1.01(B) - Baseline Balance Sheet Schedule 1.01(C) - Group Annuity Contracts Included in the Insurance Contracts Schedule 1.01(D) - Purchaser Separate Accounts Schedule 1.01(E) - Seller Separate Account Schedule 1.01(F) - Additional Transferred Assets Schedule 3.03 - Actions and Proceedings against Seller Schedule 3.04 - No Conflict or Violation by Seller Schedule 3.05 - Consents and Approvals of Seller Schedule 3.06(A) - Computer Software Used Principally in Conduct of Business Schedule 3.06(B) - Computer Software Used Generally in Conduct of Business Schedule 3.09 - Permits, Licenses and Franchises of Seller Schedule 3.10(A) - Intentions of Termination or Cancellation of Insurance Contracts and Association Servicing Schedule 3.10(B) - Audits in Connection with Section 403(b) Compliance Schedule 3.10(D) - Insurance Contracts with Respect to ERISA Schedule 3.11 - Regulatory Filings Schedule 3.12(A) - Brokers Schedule 3.12(B) - Significant Brokers Schedule 3.14 - Banking Arrangements Schedule 3.15 - Surrenders and Withdrawals -x- Schedule 3.19(A) - Employees Schedule 3.19(B) - "Pay-to-Stay" Arrangements Schedule 3.20(A) - Employee Benefit Plans Schedule 3.20(C) - Welfare Benefit Plans Schedule 3.21 - Labor Relations and Employment Schedule 3.23(A) - Contracts Schedule 3.23(C) - Indemnification Arrangements Schedule 3.23(D) - Crediting Rates Schedule 3.25 - Insurance Contracts Not Pension Plan Contracts Schedule 3.26 - Financial Statement Data Schedule 4.03 - Actions and Proceedings against Purchaser Schedule 4.04 - No Conflict or Violation by Purchaser Schedule 4.05 - Consents and Approvals of Purchaser Schedule 4.07 - Compliance with Laws by Purchaser Schedule 4.08 - Permits, Licenses and Franchises of Purchaser Schedule 4.11 - Absence of Certain Changes or Events with Respect to Purchaser Schedule 5.19(B) - Contract Employees Schedule 5.20 - Purchaser's Plans Schedule 5.23 - Registered Representatives and Selling Agreement Partners Schedule 6.03 - Governmental and Regulatory Consents and Approvals Schedule 6.05 - Investment Companies Schedule 6.12 - Employment Contracts AMENDED AND RESTATED ASSET TRANSFER AND ACQUISITION AGREEMENT This AMENDED AND RESTATED ASSET TRANSFER AND ACQUISITION AGREEMENT (this "Agreement"), dated as of January 24, 1996, is entered into by and between UNUM Life Insurance Company of America, a stock life insurance company incorporated in Maine ("Seller"), and The Lincoln National Life Insurance Company, a stock life insurance company incorporated in Indiana ("Purchaser") and amends and restates in its entirety the Asset Transfer and Acquisition Agreement entered into by and between Seller and Purchaser on January 24, 1996.

Dollar References. 141 12.14. Newco Signature Page. . . . . . . . . . . . . . . . . . . . 141 81 EXHIBITS Exhibit A-1 - Form of Purchaser Assumption Reinsurance Agreement Exhibit A-2 - Form of Newco Assumption Reinsurance Agreement Exhibit B-1 A - Form of Purchaser Indemnity Reinsurance Agreement Exhibit B-2 B - Form of Newco Indemnity Reinsurance Purchaser Administrative Services Agreement Exhibit C - Form of LLANY Indemnity Reinsurance Agreement Exhibit D - Form of LLANY Administrative Services Agreement Exhibit D E - Form of CLIC Indemnity Reinsurance Agreement Exhibit F - Form of CLIC Administrative Services Agreement Exhibit G - Form of Transition Services Agreement Exhibit E - Form of ▇▇▇▇ of Sale Exhibit F-1 - Form of Purchaser Trust Agreement Exhibit F-2 - Form of Newco Trust Agreement Exhibit G H - Form of General Assignment Agreement Exhibit H - Form of Coinsurance and Assumption Agreement Exhibit I - Form of Opinion Bill of Seller's Counsel Sale Exhibit J - Form of Opinion of Purchaser's Counsel Exhibit K - Form of Custodian Agreement Exhibit L - Form of Newco Signature Page State Regulatory Approvals INDEX OF SCHEDULES Schedule 1.01(A) - Certain Excluded Contracts Schedule 1.01(B) - Assigned and Assumed Contracts Schedule 1.01(B) - Baseline Balance Sheet Schedule 1.01(C) - Group Annuity Contracts Included in the Insurance Contracts COLI Forms Schedule 1.01(D) - Purchaser Separate Accounts Initial Portfolio Schedule 1.01(E) - Seller Separate Account Current Insurance Forms Schedule 1.01(F) - Additional Transferred Pro Forma Financial Statements Schedule 1.01(G) - Separate Accounts Schedule 1.01(H) - Excluded Assets Schedule 1.01(J) - Seller Key People Schedule 3.03 - Actions and Proceedings against Seller Schedule 3.04 - No Conflict or Violation by Seller Schedule 3.05 - Consents and Approvals of Seller Schedule 3.06(A3.06 (A) - Computer Principally Used Software Used Principally in Conduct of Business Schedule 3.06(B) - Computer Generally Used Software Used Generally in Conduct of Business Schedule 3.09 - Permits, Licenses and Franchises of Seller Schedule 3.10(A) - Intentions of Termination or Cancellation of Insurance Qualified Contracts and Association Servicing Schedule 3.10(B) - Audits in Connection with Section 403(b) Compliance Schedule 3.10(D) - Insurance Contracts with Respect to ERISA Schedule 3.11 - Regulatory Filings Schedule 3.12(A) 3.12 - Brokers and Agents Schedule 3.12(B) 3.13 - Significant Brokers Reinsurance Schedule 3.14 - Banking Arrangements Schedule 3.15 - Surrenders and Withdrawals -x- Conduct of Business Schedule 3.19(A) - Employees Schedule 3.19(B) - "Pay-to-Stay" Pay to Stay Arrangements Schedule 3.19(C) - Severance Benefits Schedule 3.19(D) - Restricted Stock Awards and Options Schedule 3.20(A) - Employee Benefit Plans Schedule 3.20(B) - Qualified Plans Schedule 3.20(C) - Welfare Unfunded Benefit Plans Liability Schedule 3.20(D) - Funding Liability Schedule 3.20(I) - Acceleration of Benefits Schedule 3.20(J) - COBRA and HIPAA Schedule 3.20(L) - Summary Plan Descriptions Schedule 3.21 - Labor Relations and Employment Schedule 3.22 - Liens Schedule 3.23(A) - List of Contracts Schedule 3.23(B) - Defaults, Termination Provisions Schedule 3.23(C) - Indemnification Arrangements Schedule 3.23(D) - Crediting Rates Schedule 3.25 - Insurance Contracts Not Pension Plan Contracts Restrictions Schedule 3.26 - Financial Statement Data Tax Matters Schedule 4.03 3.28 - Actions and Proceedings against Purchaser Undisclosed Liabilities Schedule 4.04 3.29 - No Conflict or Violation by Purchaser Cash Flow Testing Schedule 4.05 - Consents and Approvals of Purchaser Schedule 4.07 - Compliance with Laws by Purchaser Schedule 4.08 - Permits, Licenses and Franchises of Purchaser Schedule 4.11 - Absence of Certain Changes or Events with Respect to Purchaser Schedule 5.19(B5.01(A) - Contract Employees Conduct of Business Schedule 5.20 5.01(B)(iii) - Purchaser's Plans Plan Changes Schedule 5.23 5.21 - Registered Representatives and Selling Agreement Partners Assignment of Reinsurance Treaties Schedule 6.03 10.04 - Governmental and Regulatory Consents and Approvals Schedule 6.05 - Investment Companies Schedule 6.12 - Employment Contracts Class Settlements SECOND AMENDED AND RESTATED ASSET TRANSFER AND ACQUISITION AGREEMENT This SECOND AMENDED AND RESTATED ASSET TRANSFER AND ACQUISITION AGREEMENT (this "Agreement"), dated as of January 24July 27, 19961997, is entered into by and between UNUM among CIGNA Corporation, a Delaware corporation ("CIGNA") ,Connecticut General Corporation, a Connecticut corporation and a wholly owned indirect subsidiary of CIGNA ("Parent"), Connecticut General Life Insurance Company of AmericaCompany, a stock life insurance company incorporated in Maine organized under the laws of the State of Connecticut and a wholly owned subsidiary of Parent ("Seller"), CIGNA Life Insurance Company, a stock life insurance company organized under the laws of the State of Connecticut and an indirect wholly owned subsidiary of CIGNA ("CLIC"), Lincoln National Corporation, an Indiana corporation ("LNC"), The Lincoln National Life Insurance Company, a stock life insurance company incorporated in organized under the laws of the State of Indiana and a wholly owned subsidiary of LNC ("Purchaser"), and Lincoln Life & Annuity Company of New York, a stock life insurance company organized under the laws of the State of New York and a wholly owned subsidiary of Purchaser ("LLANY") and amends and restates in its entirety the Amended and Restated Asset Transfer and Acquisition Agreement entered into by and between Seller among the aforementioned parties on, and Purchaser on January 24dated as of, 1996July 27, 1997.