Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) Not later than ninety (90) days after the General Account Reinsurance Premium determined by reference Closing Date, Buyer shall prepare and deliver to Seller a statement (the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement“Closing Working Capital Statement”), then Sellers which statement shall transfer to the Ceded Business Trust assets (selected be prepared in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance Canadian GAAP applied on a basis consistent with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days calculation of the delivery Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the Final Statement close of Net Settlement, plus interest business on such amount from and including the day immediately prior to the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or Date; and (iiB) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days a calculation of the delivery to the Buyer Closing Working Capital as of the Final Statement close of Net Settlement, plus interest business on such amount from and including the Closing Date up day immediately prior to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (iii) In the event that The Post-Closing Adjustment, if any, shall be as follows: (A) there are inaccuracies or omissions in If the factual data inputs utilized in Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the calculation of Insurance-Related Liabilities or Positive Adjustment Amount is less than the value of Transferred Investment Assets Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate)apply, including data (and the omission of data) relating then Buyer shall pay to Seller an amount equal to the inventory of policies in forcePositive Adjustment Amount, minus the terms of such policiesExcess Amount, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rollsif any, or such factual data inputs are codedplus the Shortfall Amount, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional if any (as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”applicable); . (B) such Data Input Inaccuracy has resulted in If the Post-Closing Adjustment is a demonstrable error in Negative Adjustment Amount: (1) but the aggregate Insurance-Related Liabilities reflected on Shortfall Amount is greater than the Final Statement of Net Settlement Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or in plus the aggregate statutory carrying value Excess Amount, if any (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect an amount equal to such Data Input Inaccuracy prior Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the second anniversary of the Closing DateCash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then the requirements of this Section 2.11(d) no Post-Closing Adjustment shall be applicablerequired.

Post-Closing Adjustment. (a) In If the event that sum of (i) the General Account Reinsurance Premium determined by reference to difference between the Closing Adjusted Statutory Capital set forth in the Final Statement minus the amount of Estimated Adjusted Regulatory Capital, plus (ii) the difference between the Closing Insolvency Protection Reserve Capital set forth in the Final Statement minus the amount of Estimated Insolvency Regulatory Reserve Requirement, plus (iii) the difference between the Closing Net Settlement exceeds Working Capital set forth in the General Account Reinsurance Premium determined by reference Final Statement minus the amount of Estimated Net Working Capital, plus (iv) the difference between the Closing Net Asset Value set forth in the Final Statement minus the amount of Estimated Net Asset Value, plus (v) the difference between the Closing Date Cash set forth in the Final Statement minus the amount of Estimated Closing Date Cash, plus (vi) the difference between the amount of Estimated Closing Date Indebtedness minus the Closing Date Indebtedness set forth in the Final Statement, plus (vii) the difference between the amount of Estimated Seller Transaction Expenses minus the Seller Transaction Expenses set forth in the Final Statement equals (A) a positive amount, then the Purchaser shall pay such amount in cash to the Estimated Statement of Net SettlementSeller, or (B) a negative amount, then Sellers the Seller shall transfer pay the absolute value of such amount in cash to the Ceded Business Trust assets Purchaser (selected such amount, if any, that either the Purchaser is obligated to pay to the Seller, or the Seller is obligated to pay to the Purchaser, being herein referred to as the “Post-Closing Adjustment”) or, in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement Purchaser’s sole discretion, the Purchaser may satisfy such amounts from the Escrow Funds. Payment of Net Settlement Methods equal to such excess the Post-Closing Adjustment shall be made within five (5) Business Days of the delivery of after the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may bebecomes such. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event that, following determination of the Post-Closing Adjustment, the Purchaser or any Separate Account Assets are not retained in of its Affiliates (including the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with Transferred Entities) actually collect any interest, dividends or other earnings after portion of the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which Provider Advances Receivable that was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized included in the calculation of Insurance-Related Liabilities or Closing Net Asset Value, the value of Transferred Investment Assets not addressed by Section 2.11(c) (Purchaser shall promptly remit such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating payment to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableSeller.

Post-Closing Adjustment. (a) In the event that (i) If the General Account Reinsurance Premium determined by reference to Closing Purchase Price is greater than the Final Statement of Net Settlement exceeds Purchase Price (such difference, the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement“Post-Closing Adjustment Shortfall Amount”), then Sellers shall transfer to Buyer and the Ceded Stockholders’ Agent shall, within three (3) Business Trust assets (selected Days of the determination of the Final Purchase Price in accordance with Investment Asset Identification Protocolthis Section 2.16, jointly instruct the Escrow Agent to pay the Post-Closing Adjustment Shortfall Amount to Buyer out of the Purchase Price Adjustment Escrow Fund by wire transfer in immediately available funds. If the amount of funds in the Purchase Price Adjustment Escrow Fund exceeds the Post-Closing Adjustment Shortfall Amount, then Buyer and the Stockholders’ Agent shall also jointly instruct the Escrow Agent to, after paying the Post-Closing Adjustment Shortfall Amount to Buyer, pay to each Company Stockholder its Pro Rata Portion of the remaining amount of funds in the Purchase Price Adjustment Escrow Fund. If the Purchase Price Adjustment Escrow Fund is insufficient to cover the Post-Closing Adjustment Shortfall Amount, then Buyer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to distribute the entire Purchase Price Adjustment Escrow Fund to Buyer as provided above. (ii) with an aggregate statutory carrying value determined in accordance with If the Statement of Net Settlement Methods equal to Final Purchase Price is greater than the Closing Purchase Price (such excess amount, the “Post-Closing Adjustment Excess Amount”), then the Company Stockholders shall be entitled to receive such excess amount, and Buyer shall, within five (5) Business Days of the delivery determination of the Final Statement Purchase Price in accordance with this Section 2.16, pay to the Paying Agent an amount equal to the Post-Closing Adjustment Excess Amount which shall be distributed to the Company Stockholders as Merger Consideration in accordance with Section 2.8. Notwithstanding the foregoing, any Post-Closing Adjustment Excess Amount shall be payable in cash and Buyer Common Shares in proportion to the total Cash Merger Consideration and the total Stock Merger Consideration; provided, that the portion of Net Settlement, plus interest the Additional Consideration payable in Buyer Common Shares shall be calculated based on such amount from and including the Closing Date up to but not including Buyer Average Stock Price as of the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance such payment. Concurrently with the Coinsurance Agreement payment of the Post-Closing Adjustment Excess Amount, Buyer and the Ceded Business Trust Agreement, Stockholders’ Agent shall return also jointly instruct the Escrow Agent to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC pay to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days each Company Stockholder its Pro Rata Portion of the delivery to the Buyer remaining amount of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained funds in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assetsPurchase Price Adjustment Escrow Fund. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (i) (A) the General Account Reinsurance Premium determined by reference to Working Capital Adjustment Amount set forth in the Final Statement of Net Settlement exceeds Closing Statement, minus (B) the General Account Reinsurance Premium determined by reference to Working Capital Adjustment Amount set forth in the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net SettlementClosing Statement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) (A) the General Account Reinsurance Premium determined by reference to Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (B) the Closing Indebtedness Amount set forth in the Final Statement of Net Settlement is less than Closing Statement, plus (iii) (A) the General Account Reinsurance Premium determined by reference to Closing Cash Amount set forth in the Final Closing Statement, minus (B) the Closing Cash Amount set forth in the Estimated Statement of Net SettlementClosing Statement, then CIGNA Lifeplus (iv) (A) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, directly or from minus (B) the Ceded Business TrustClosing Transaction Expense Amount set forth in the Final Closing Statement, plus (v) (A) the Closing LNG and Fuel Inventory Value set forth in the Final Closing Statement, minus (B) the Closing LNG and Fuel Inventory Value set forth in the Estimated Closing Statement. The Closing Purchase Price, as determined in accordance with adjusted by the Coinsurance Agreement and the Ceded Business Trust AgreementPost-Closing Adjustment, shall return to CGLIC assets (selected in accordance with be the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the “Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may bePurchase Price.” (b) On If the Post-Closing Adjustment is a positive amount, then the Closing Date all Separate Account Assets as of such date Purchase Price shall be retained adjusted upwards in an amount equal to the Post-Closing Adjustment. In such event, (i) Purchaser and Seller shall deliver joint written notice to the Escrow Agent to release all funds then held in the corresponding Modco Account. In Adjustment Escrow Fund to Seller and (ii) Purchaser shall pay the event any Separate Account Assets are not retained in amount of the appropriate Modco Account at Closing, Sellers shall cause such assets Post-Closing Adjustment to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assetsSeller. (c) Notwithstanding any other provision If the amount of the Post-Closing Adjustment is negative (in which case the “Post-Closing Adjustment” for purposes of this Agreement clause (c) shall be deemed to be equal to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement absolute value of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreementsuch amount), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets Closing Purchase Price shall be adjusted downwards in question (or cash an amount equal to the fair market value of Post-Closing Adjustment. In such asset) promptly upon receipt of a event, Purchaser and Seller shall deliver joint written notice from to the other party describing Escrow Agent specifying the error. All written notice of any such error shall be provided on or before the second anniversary amount of the Post-Closing Date. (i) In Adjustment, and shall jointly instruct the event that (A) there are inaccuracies or omissions in Escrow Agent to release the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation amount of the InsurancePost-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as Closing Adjustment out of the Adjustment Escrow Fund to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined Purchaser in accordance with the Statement of Net Settlement Methods) terms of the Transferred Investment Assets, and Escrow Agreement. If the Adjustment Escrow Fund is insufficient to cover the entire amount payable to Purchaser pursuant to this clause (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Datec), then the requirements Escrow Agent shall distribute the entire Adjustment Escrow Fund to Purchaser upon receipt of this Section 2.11(dthe joint written instruction referenced above, and, at Purchaser’s election, either (x) Seller shall be applicablepay an amount to Purchaser equal to the Post-Closing Adjustment less the Adjustment Escrow Fund or (y) Seller and Purchaser shall jointly instruct the Escrow Agent to release such deficiency from the Indemnity Escrow Fund. In the event the amount of funds in the Adjustment Escrow Fund exceeds the amount of the Post-Closing Adjustment, then the Escrow Agent, after paying the amount of the Post-Closing Adjustment to Purchaser as provided herein, shall pay the remaining funds in the Adjustment Escrow Fund to Seller.

Post-Closing Adjustment. (a) In the event that (i) If the General Account Reinsurance Premium determined DBC Net Book Value (calculated using the Closing Date Balance Sheet) is less than the Minimum DBC Net Book Value, then Purchasers shall be entitled to receive the amount by reference to which such DBC Net Book Value was less than the Final Statement amount of the Minimum DBC Net Settlement exceeds Book Value (“Purchaser Post-Closing Net Book Value Adjustment”). If the General Account Reinsurance Premium determined by reference to DBC Net Book Value (calculated using the Estimated Statement of Closing Date Balance Sheet) is greater than the Minimum DBC Net SettlementBook Value, then Sellers shall transfer be entitled to receive the Ceded Business Trust assets amount by which such DBC Net Book Value was greater than the amount of the Minimum DBC Net Book Value (selected “Seller Post-Closing Net Book Value Adjustment”). (ii) If the Statutory Surplus Amount is less than the Minimum Statutory Surplus Amount (calculated using the Closing Date Balance Sheet), then Purchasers shall be entitled to receive the amount by which the Statutory Surplus Amount was less than the amount of the Minimum Statutory Surplus Amount (“Purchaser Post- Closing Statutory Surplus Adjustment”). If the Statutory Surplus Amount is greater than the Minimum Statutory Surplus Amount (calculated using the Closing Date Balance Sheet), then Sellers shall be entitled to receive the amount by which the Statutory Surplus Amount was greater than the amount of the Minimum Statutory Surplus Amount (“Seller Post-Closing Statutory Surplus Adjustment”). (iii) Any Post-Closing Adjustment shall be due and payable in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess cash within five three (53) Business Days of the delivery of the Final Statement of Net Settlement, plus interest date on such amount from and including which the Closing Date up Balance Sheet (together with the DBC Net Book Value and the Statutory Surplus Amount) is either accepted or otherwise finally determined pursuant to but not including this Section 2.8 (“Post-Closing Adjustment Payment”). Any Post-Closing Adjustment attributable to NORDIC shall be adjusted by a factor of 0.75 to account for the date Moda’s 75% ownership of payment accrued NORDIC; provided, if Moda’s ownership of NORDIC changes prior to Closing then such adjustment factor shall be revised to reflect such ownership. (iv) If Purchasers are owed a Post-Closing Adjustment Payment, then at the 60-Day Treasury RatePurchaser Representative’s sole election and upon Purchaser Representative sending a request to Seller Representative, or (ii) the General Account Reinsurance Premium determined by reference Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Final Statement Escrow Agent instructing the Escrow Agent to disburse to Purchasers the full amount or any portion of Net Settlement is less than such Post-Closing Adjustment Payment from the General Account Reinsurance Premium determined by reference Standard Escrow Amount (with any balance to be paid in cash pursuant to clause (iii) above). (v) Notwithstanding anything to the Estimated Statement contrary contained herein, the amount of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, any Post-Closing Adjustment Payment payable hereunder shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC not be subject to the Ceded Business Trust with limitations set forth in Section 7.4. Any Post-Closing Adjustment Payment made pursuant to this Section 2.8(b) shall be treated as an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust Purchase Price by the trustee thereof to CGLICparties for Tax purposes, as the case may beunless otherwise required by Law. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In If the event Final Cash Purchase Price as determined pursuant to the provisions of Section 3.04 above exceeds the Initial Cash Purchase Price, the amount by which the Final Cash Purchase Price exceeds the Initial Cash Purchase Price shall be paid by the Buyer to the Sellers by wire transfer of immediately available funds credited to such accounts as may be designated by the Sellers and Joint Written Instructions shall be delivered by the Parties to the Escrow Agent directing the Escrow Agent to pay to the Sellers the full amount of the Working Capital Escrow Amount, in each case, no later than the end of the (10) day period beginning on the first day following the date that the Closing Net Working Capital and the amount of the Customer Advances have become final and binding upon the Parties hereto as provided for by Section 3.03 hereof. (a) If the Final Cash Purchase Price as determined pursuant to Section 3.04 above is less than the Initial Cash Purchase Price, then the amount by which the Initial Cash Purchase Price exceeds the Final Cash Purchase Price (such amount being hereinafter the “Deficit Amount”) will be paid first from the Escrow Amount in an amount not to exceed the Working Capital Escrow Amount and, to the extent that the amount of the Deficit Amount is: (i) less than the General Account Reinsurance Premium determined by reference Working Capital Escrow Amount, any remaining portion of the Working Capital Escrow Amount shall be released to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, Escrow Agreement; or (ii) exceeds the General Account Reinsurance Premium determined by reference Working Capital Escrow Amount, the Seller Parties shall be obligated, jointly and severally, to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to pay such shortfall within five (5) Business Days of the delivery excess to the Buyer in cash or immediately available funds no later than the end of the Final Statement of Net Settlement, plus interest ten (10) day period beginning on such amount from and including the first day following the date that the Closing Date up to but not including Net Working Capital and the date amount of payment accrued at the 60-Day Treasury RateCustomer Advances have become final and binding upon the Parties hereto as provided for by Section 3.03 hereof. The foregoing Parties shall apply provide Joint Written Instructions to the Guaranteed Cost Reinsurance Premium, provided that any adjustment Escrow Agent to effect the Guaranteed Cost Reinsurance Premium shall be transferred to distribution of the Guaranteed Cost Business Trust by CGLIC or Working Capital Escrow Amount from the Guaranteed Cost Business Trust Escrow Amount as required by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable3.05(b).

Post-Closing Adjustment. The Purchase Price set forth in Section 1.2 shall be subject to adjustment after the Closing Date as follows: (a) In Within sixty (60) calendar days after the event that Closing Date, the Purchaser shall prepare and deliver to the Seller a schedule substantially in the form of Schedule 1C hereto (the “Post-Closing Statement”) setting forth the final calculation of (i) the General Account Reinsurance Premium determined by reference to Consolidated Net Cash/Debt Amount (the Final Statement of “Actual Consolidated Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementCash/Debt Amount”), then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference Stand-Alone Net Cash/Debt Amount for each Target Company, (iii) the Inventory Adjustment Amount (the “Actual Inventory Adjustment Amount”) and (iv) the GRP Adjustment Amount (the “Actual GRP Adjustment Amount”), each as of the Closing Date. The Post-Closing Statement shall also set out the Purchase Price, as adjusted for the Adjustment Amount (as defined below), in aggregate and as allocated among the Sale Shares on the basis of Schedule 1A hereto. An amount equal to the Final Statement sum of (i) Actual Consolidated Net Settlement is Cash/Debt Amount less than the General Account Reinsurance Premium determined by reference to Estimated Consolidated Net Cash/Debt Amount, (ii) Actual Inventory Adjustment Amount less the Estimated Statement of Net SettlementInventory Adjustment Amount, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement(iii) Estimated GRP Adjustment Amount less Actual GRP Adjustment Amount, shall return be referred to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be“Adjustment Amount”. (b) On If the Closing Date all Separate Account Assets as Adjustment Amount is a negative number, then the Seller shall pay an amount equal to the Adjustment Amount (by wire transfer) to the Purchaser. If the Adjustment Amount is a positive number, then the Purchaser shall pay an amount equal to the Adjustment Amount (by wire transfer) to the Seller. Any payment of such date the Adjustment Amount to be made in accordance with this paragraph (b) shall be retained made within ten (10) calendar days after (x) the delivery of the Post-Closing Statement or (y) if there is an objection under paragraph (c) below, the final resolution of the payments due under this Section 1.3, if any, in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together accordance with any interest, dividends or other earnings after the Closing Date in respect of such assetsparagraph (c). (c) Notwithstanding any other provision of this Agreement If the Seller objects to the contraryPost-Closing Statement, in the event CGLIC (i) fails to transfer to CIGNA Life or it shall provide notice of such objection to the Ceded Business Trust, as Purchaser within twenty (20) calendar days of delivery of such Post-Closing Statement. The Seller and the case may be, an asset reflected on either Purchaser shall use good faith efforts to agree any adjustments to the Estimated Statement Post-Closing Statement. If the Seller and the Purchaser are unable to reach such agreement within twenty (20) calendar days of Net Settlement or delivery of the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset Seller’s objection to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement)Post-Closing Statement, the parties agree Seller and the Purchaser shall forward the Post-Closing Statement and the Closing Statement to correct such error an independent auditor approved by effectuating a transfer or returnthe Seller and the Purchaser to calculate the payment due under this Section 1.3, as the case may beif any, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error which determination shall be provided on or before binding upon the second anniversary of Parties. Once the Post-Closing Date. (i) In Statement is determined, it shall be signed by both the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (Purchaser and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableSeller.

Post-Closing Adjustment. (ai) In Within ninety (90) days after the event Closing Date, the Buyer or its accountant (the “Buyer’s Accountant”) shall prepare and deliver to the Seller a statement setting forth the Buyer’s good faith calculation of the Net Working Capital as of 12:01 a.m., Eastern Standard Time on the Closing Date (without giving effect to the transactions contemplated herein) (the “Final Closing Net Working Capital”), which statement shall include reasonable supporting documentation with respect to all amounts and calculations therein (the “Final Closing Net Working Capital Statement”). Buyer shall prepare the Final Closing Net Working Capital Statement in good faith, based on books and records of the CryoScience Business, in accordance with GAAP and the Accounting Policies. (ii) The post-Closing adjustment shall be an amount equal to the Final Closing Net Working Capital minus the Estimated Closing Net Working Capital (the “Post-Closing Adjustment” and together with the Final Closing Net Working Capital Statement, the “Post-Closing Deliveries”). If the Post-Closing Adjustment is a positive number, the Buyer shall pay for the account of Seller to Agent in immediately available funds by wire transfer to an account designated by Agent in writing to Buyer an amount equal to the Post-Closing Adjustment, and if the Post-Closing Adjustment is a negative number, the Seller shall instruct the Indemnity Escrow Agent to deduct the same from the Escrow Amount and deliver to the Buyer an amount equal to the Post-Closing Adjustment, in each case as provided in paragraph (vii)(a) hereof. (iii) During the period of the preparation of the Post-Closing Deliveries and the Resolution Period (as defined below), the Buyer shall (A) provide the Seller and its authorized representatives with reasonable access to the books, records, facilities employees and accountants of the Buyer (to the extent relating to the CryoScience Business), in each case upon reasonable prior written notice and during normal business hours, and (B) cooperate with the Seller and its authorized representatives, including the provision on a timely basis of all information reasonably requested and necessary or useful in connection with analyzing the Post-Closing Deliveries. (iv) No later than twenty (20) Business Days after receipt by the Seller of the Final Closing Net Working Capital Statement (the “Dispute Period”), the Seller shall notify the Buyer in writing that (i) the General Account Reinsurance Premium determined Seller agrees with the Final Closing Net Working Capital (an “Approval Notice”) or (ii) the Seller disagrees with such calculations, identifying with reasonable specificity the items with which the Seller disagrees (a “Dispute Notice”). The failure by reference the Seller to provide a Dispute Notice to Buyer within the Dispute Period will constitute the Seller’s acceptance of the Final Closing Net Working Capital Statement. (v) Upon receipt by the Buyer of a Dispute Notice, the Seller and the Seller's accountants, on the one hand, and the Buyer and the Buyer's accountants, on the other hand, will use good faith efforts during the twenty (20)-Business Day period following the date of receipt by the Buyer of a Dispute Notice (the “Resolution Period”) to resolve any differences they may have as to the amounts set forth in the Final Closing Net Working Capital Statement and/or the calculation of the Net Settlement exceeds Working Capital set forth therein. If the General Account Reinsurance Premium determined by reference to Buyer and the Estimated Statement of Net SettlementSeller cannot reach written agreement during the Resolution Period, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days thereafter, their disagreements, limited to only those issues still in dispute (the “Remaining Disputes”), shall be promptly submitted to the New York office of Anchin Block & Anchin LLP (the “Independent Accountant”), which firm shall conduct such additional review as is necessary to resolve the specific Remaining Disputes referred to it. The Seller and the Buyer will cooperate fully with the Independent Accountant to facilitate its resolution of the delivery Remaining Disputes, including by providing the information, data and work papers used by each Party to prepare and/or calculate the Final Closing Net Working Capital Statement and the Remaining Disputes, making its personnel and accountants available during normal business hours to explain any such information, data or work papers and submitting each of their proposed calculations of the Final Statement of Closing Net SettlementWorking Capital Statement. Based upon such review and other information and testimony from the Parties and their respective accountants that the Independent Accountant may request, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to Independent Accountant shall determine the Final Closing Net Working Capital Statement of Net Settlement is less than and the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined Post-Closing Adjustment strictly in accordance with the Coinsurance Agreement terms of this Section 1.6(f) (the “Independent Accountant Determination”); provided, that such Independent Accountant Determination of the Post-Closing Adjustment shall be equal to or between the amount of the Post-Closing Adjustment proposed by each of the Buyer and the Ceded Business Trust AgreementSeller, as adjusted for any differences resolved by the Seller and the Buyer prior to the submission of the Remaining Disputes to the Independent Accountant. Such Independent Accountant Determination shall be completed as promptly as practicable and if possible in no event later than twenty (20) days following the submission of the Remaining Disputes to the Independent Accountant, shall return be explained in reasonable detail and confirmed by the Independent Accountant in writing to, and shall be final and binding on, all interested Persons, except to CGLIC assets correct manifest clerical or mathematical errors. (selected in accordance with vi) The fees and expenses of the Investment Asset Identification Protocol) previously transferred by CGLIC Independent Accountant shall be allocated between the Seller and the Buyer, based upon the percentage that the amount not awarded to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with Seller or the Statement of Net Settlement Methods equal Buyer pursuant to such shortfall within five Section 1.6(f)(v) bears to the amount actually contested by the Seller or the Buyer, as applicable. (5vii) On the third (3rd) Business Days Day after the earliest of (A) the receipt by the Seller of an Approval Notice, (B) the expiration of the delivery Dispute Period, if during such Dispute Period no Dispute Notice shall have been delivered by the Seller, (C) the resolution by the Seller and the Buyer of all differences regarding the Closing Net Working Capital Statement and the Post- Closing Adjustment within the Resolution Period and (D) the receipt of the Independent Accountant Determination, the Post-Closing Adjustment shall be paid as follows: a) if the Post-Closing Adjustment is payable to the Buyer by the Seller, the Indemnity Escrow Agent shall deduct the same from the Escrow Amount and deliver the same to the Buyer; or b) if the Post-Closing Adjustment is payable to the Seller by the Buyer, the Buyer shall pay the Post-Closing Adjustment for the account of Seller to Agent in immediately available funds by wire transfer to an account designated by Agent in writing to Buyer. (viii) This Section 1.6(f) is intended by the Parties to solely provide for an adjustment to the purchase consideration for the difference between the agreed Target Net Working Capital and the Final Closing Net Working Capital. Nothing in this Section 1.6 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Information, or any actual or alleged failure of the Financial Information, the Seller’s representations and warranties with respect to which are set forth in Section 2.5 hereof. No Party shall be permitted to introduce accounting policies, principles, practices or methodologies in the preparation or review of the Final Statement of Closing Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement Working Capital or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either determination thereof different than the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateAccounting Policies. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In a. The Post-Closing Statement as agreed by ▇▇▇▇▇ and the event that Sellers’ Representatives or as determined by the Independent Accountant is referred to herein as the “Final Closing Statement” and (i) the General Account Reinsurance Premium determined Net Working Capital set forth on such Final Closing Statement shall be deemed the final Net Working Capital, (ii) the Debt set forth on such Final Closing Statement shall be deemed the final Debt, (iii) the Transaction Expenses set forth on such Final Closing Statement shall be deemed the final Transaction Expenses, (iv) the Cash set forth on such Final Closing Statement shall be deemed the final Cash, and (v) the Purchase Price set forth on such Final Closing Statement shall be deemed the final Purchase Price (the “Final Purchase Price”). On the fifth (5th) Business Day following the determination of the Final Closing Statement (the “Settlement Date”), the payments contemplated by reference Section 2.8(b) shall be made. b. On the Settlement Date, i. if the Final Purchase Price is greater than the Estimated Purchase Price (such difference, the “Surplus”), Buyer shall deposit, or cause to be deposited, with Sellers’ Representatives, by wire transfer of immediately available funds to the account specified by Sellers’ Representatives, an amount equal to such Surplus; and ii. if the Final Statement Purchase Price is less than the Estimated Purchase Price (such difference the “Deficiency”), then Buyer and Sellers’ Representatives shall cause the Escrow Agent to release an amount of Net Settlement exceeds the General Account Reinsurance Premium determined by reference cash equal to the Estimated Statement Deficiency from the Escrow Amount to Buyer, by wire transfer of Net Settlementimmediately available funds to an account designated in writing by Buyer to Sellers’ Representatives and the Escrow Agent; provided, that to the extent that the Deficiency is greater than the Escrow Amount (such difference the “Remaining Amount”), then Sellers Sellers’ Representative shall transfer also pay an amount of cash equal to the Ceded Business Trust assets (selected Remaining Amount concurrently with the foregoing release by the Escrow Agent by wire transfer of immediately available funds to an account designated in writing by Buyer to Sellers’ Representatives. c. Subsequent to the adjustments being made in accordance with Investment Asset Identification Protocol) this Section 2.8, the parties will direct the Escrow Agent to release the residual balance of the Escrow Amount to the Sellers’ Representatives contemporaneously with an aggregate statutory carrying value determined the adjustments contemplated by this Section 2.8 in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Escrow Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within Within five (5) Business Days after the earlier to occur of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (iix) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary expiration of the Closing Date.Statement Review Period, if no Closing Statement Objection Notice is delivered by Sellers to Buyer by such date, and (y) the final resolution of all disputes properly and timely asserted by Sellers regarding the Closing Statement pursuant to Section 2.2(c) above: (i) In if the event Estimated Payment Adjustment is a positive number, then (1) Buyer shall pay to Sellers the aggregate amount of the Estimated Payment Adjustment by wire transfer of immediately available funds to an account or accounts designated in advance by Sellers and (2) Buyer and Sellers shall direct the Escrow Agent in writing to disburse the Adjustment Escrow Amount to Sellers by wire transfer of immediately available funds to an account or accounts designated in advance by Sellers; (ii) if the Estimated Payment Adjustment is a negative number, then Buyer and Sellers shall direct the Escrow Agent in writing to disburse (1) an amount equal to the Estimated Payment Adjustment from the Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer and (2) the remainder of the Adjustment Escrow Amount, if any, to Sellers by wire transfer of immediately available funds to an account or accounts designated in advance by Sellers, provided, that if the Adjustment Escrow Amount is insufficient to satisfy any Estimated Payment Adjustment due and owing to Buyer (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest ratean “Adjustment Shortfall”), including data then Sellers shall pay to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer the Adjustment Shortfall; and (iii) if the Estimated Payment Adjustment is equal to Zero and 00/100 Dollars ($0.00), then no payment shall be due by either Buyer or Sellers under this Section 2.2(d) and Buyer and Sellers shall direct the omission of data) relating Escrow Agent in writing to disburse the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted Adjustment Escrow Amount to Sellers a Notice by wire transfer of Demand (as defined below) with respect immediately available funds to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicablean account or accounts designated in advance by Sellers.

Post-Closing Adjustment. (a) In the event that (i) Upon completion of the General Account Reinsurance Premium determined by reference Final Closing Statement pursuant to Section 2.05(b) above, the Preliminary Purchase Price shall be further adjusted based on the Final Closing Statement as set forth in this Section 2.05(c). (A) With respect to the Final Statement of Net Settlement Indebtedness Amount: (1) if the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) below; or (2) if the Final Indebtedness Amount is greater than the Estimated Indebtedness Amount, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Indebtedness Amount exceeds the General Account Reinsurance Premium determined by reference Estimated Indebtedness Amount, and Sellers shall be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (B) With respect to the Final Transaction Expenses: (1) if the Final Transaction Expenses are less than the Estimated Statement of Net SettlementTransaction Expenses, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Transaction Expenses are less than the Estimated Transaction Expenses, and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) below; or (2) if the Final Transaction Expenses are greater than the Estimated Transaction Expenses, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Transaction Expenses are greater than the Estimated Transaction Expenses, and Sellers shall transfer be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (C) With respect to the Ceded Business Trust assets Final Work in Process Amount: (selected 1) if the Final Work in accordance with Investment Asset Identification ProtocolProcess Amount is greater than the Estimated Work in Process Amount, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Work in Process Amount is greater than the Estimated Work in Process Amount, and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) with below; or (2) if the Final Work in Process Amount is less than the Estimated Work in Process Amount, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Work in Process Amount is less than the Estimated Work in Process Amount, and Sellers shall be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (D) With respect to the Final Net Working Capital: (1) if the Final Net Working Capital is greater than the Estimated Net Working Capital, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Net Working Capital exceeds the Estimated Net Working Capital and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) below; (2) if the Final Net Working Capital is less than the Estimated Net Working Capital, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Net Working Capital is less than the Estimated Net Working Capital, and Sellers shall be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (ii) The foregoing adjustments based on the Final Indebtedness Amount, Final Transaction Expenses, Final Work in Process Amount and Final Net Working Capital pursuant to Section 2.05(c)(i) above shall be netted against one another (the “Net Adjustment Amount”) so that only a single payment of the Net Adjustment Amount need be made by Buyer or Sellers, as applicable, in satisfaction of each of such adjustments. Such Net Adjustment Amount shall be payable to Sellers or Buyer (as applicable) pursuant to the following: (A) To the extent the Net Adjustment Amount produces a net payment due to Sellers pursuant to Section 2.05(c)(i), the Preliminary Purchase Price shall be increased by an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to the Net Adjustment Amount, Buyer shall pay such excess amount to Sellers by wire transfer or other delivery of immediately available funds within five (5) Business Days after the determination of the delivery Net Adjustment Amount (the amount of such increase to be allocated between the Sellers in proportion to their respective holdings of Shares as set forth in Section 3.01(e) of the Final Statement of Net SettlementDisclosure Schedules), plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, Escrow Agent shall return release to CGLIC assets (selected in accordance with Sellers the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall Purchase Price Adjustment Escrow Fund within five (5) Business Days after the determination of the delivery Net Adjustment Amount; or (B) To the extent the Net Adjustment Amount produces a net payment due to Buyer pursuant to Section 2.05(c)(i), the Preliminary Purchase Price shall be decreased by an amount equal to the Net Adjustment Amount, and Sellers shall be obligated, jointly and severally, to pay such amount to Buyer by wire transfer or other delivery of immediately available funds within five (5) Business Days after the determination of the Final Statement of Net SettlementAdjustment Amount; provided, plus interest on however, such amount Net Adjustment Amount shall first be paid to Buyer from the Purchase Price Adjustment Escrow Fund and including the Closing Date up shall be released to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply Buyer pursuant to the Guaranteed Cost Reinsurance PremiumEscrow Agreement. Should the Net Adjustment Amount exceed the amounts within the Purchase Price Adjustment Escrow Fund, provided that any adjustment Sellers shall pay the difference to Buyer pursuant to this Section 2.05(c)(ii)(B). Should the Guaranteed Cost Reinsurance Premium Purchase Price Adjustment Escrow Fund exceed the Net Adjustment Amount, Escrow Agent shall be transferred release the difference to Sellers within five (5) Business Days after the Guaranteed Cost Business Trust by CGLIC or determination and payment of the Net Adjustment Amount from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may bePurchase Price Adjustment Escrow Fund. (biii) On the Closing Date all Separate Account Assets The Preliminary Purchase Price as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred so adjusted pursuant to this Agreement or any Ancillary Agreement), the parties agree Section 2.05(c) is referred to correct such error by effectuating a transfer or return, herein as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date“Purchase Price. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In The Final Total Adjusted Book Value, Final RLI Required Initial Premium, the event that Final RLI Transferred Asset Value, the Final RLINY Required Initial Premium, the Final RLINY Transferred Asset Value, the Final VRIAC Required Initial Premium, the Final VRIAC Transferred Asset Value, the Final RLI-Buyer Lifeco Required Initial Premium and the Final RLI-Buyer Lifeco Transferred Asset Value shall be determined as set forth in this Section ‎2.6. (i) the General Account Reinsurance Premium determined by reference to If the Final Statement of Net Settlement Total Adjusted Book Value exceeds the General Account Reinsurance Premium determined by reference Estimated Total Adjusted Book Value, Buyer shall pay or cause to be paid to Seller or its designee, within ten (10) Business Days after the Estimated Statement final determination of Net Settlementthe Final Total Adjusted Book Value, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to such excess excess. If the Estimated Total Adjusted Book Value exceeds the Final Total Adjusted Book Value, then Seller shall pay or cause to be paid to Buyer or its designee, within five ten (510) Business Days of after the delivery final determination of the Final Statement Total Adjusted Book Value, an amount equal to such excess. (ii) If the RLI Reinsurance True-Up Amount is a positive number, Buyer shall cause SLD to pay to RLI, within ten (10) Business Days after the final determination of Net Settlementthe RLI Reinsurance True-Up Amount, plus interest on such amount from and including cash or (if mutually agreed by the Closing Date up to but not including parties hereto) Investment Assets having a Fair Market Value as of the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference equal to the Final Statement of Net Settlement RLI Reinsurance True-Up Amount. If the RLI Reinsurance True-Up Amount is less than the General Account Reinsurance Premium determined by reference a negative number, Seller shall cause RLI to transfer to the Estimated Statement of Net SettlementRLI Trust Account, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets within ten (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (510) Business Days after the final determination of the delivery RLI Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) additional Investment Assets that have an aggregate Fair Market Value as of the date of such transfer equal to the Buyer absolute value of the Final Statement RLI Reinsurance True-Up Amount. (iii) If the RLINY Reinsurance True-Up Amount is a positive number, Buyer shall cause SLD to pay to RLINY, within ten (10) Business Days after the final determination of Net Settlementthe RLINY Reinsurance True-Up Amount, plus interest on such amount from and including cash or (if mutually agreed by the Closing Date up to but not including parties hereto) Investment Assets having a Fair Market Value as of the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply equal to the Guaranteed Cost RLINY Reinsurance PremiumTrue-Up Amount. If the RLINY Reinsurance True-Up Amount is a negative number, provided that any adjustment Seller shall cause RLINY to transfer to the Guaranteed Cost RLINY Trust Account, within ten (10) Business Days after the final determination of the RLINY Reinsurance Premium shall be transferred True-Up Amount, cash or (if mutually agreed by the parties hereto) additional Investment Assets that have an aggregate Fair Market Value as of the date of such transfer equal to the Guaranteed Cost absolute value of the RLINY Reinsurance True-Up Amount. (iv) If the VRIAC Reinsurance True-Up Amount is a positive number, Buyer shall cause SLD to pay to VRIAC, within ten (10) Business Days after the final determination of the VRIAC Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) Investment Assets having a Fair Market Value as of the date of payment equal to the VRIAC Reinsurance True-Up Amount. If the VRIAC Reinsurance True-Up Amount is a negative number, Seller shall cause VRIAC to transfer to the VRIAC Trust Account, within ten (10) Business Days after the final determination of the VRIAC Reinsurance True-Up Amount, cash or (if mutually agreed by CGLIC or the parties hereto) additional Investment Assets that have an aggregate Fair Market Value as of the date of such transfer equal to the absolute value of the VRIAC Reinsurance True-Up Amount. (v) If the RLI-Buyer Lifeco Reinsurance True-Up Amount is a positive number, Buyer shall permit RLI to withdraw from the Guaranteed Cost Funds Withheld Account within ten (10) Business Trust Days after the final determination of the RLI-Buyer Lifeco Reinsurance True-Up Amount, cash or (if mutually agreed by the trustee thereof parties hereto) Investment Assets having a Statutory Carrying Value (as determined by Seller in good faith) equal to CGLICthe RLI-Buyer Lifeco Reinsurance True-Up Amount. If the RLI-Buyer Lifeco Reinsurance True-Up Amount is a negative number, Seller shall cause RLI to transfer to the Funds Withheld Account, within ten (10) Business Days after the final determination of the RLI-Buyer Lifeco Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) additional Investment Assets that have an aggregate Statutory Carrying Value (as determined by Seller in good faith) equal to the case may beabsolute value of the RLI-Buyer Lifeco Reinsurance True-Up Amount. Any cash payment required to be made by any Person pursuant to this Section ‎2.6(a) will be made by wire transfer of immediately available funds to an account designated by the recipient thereof. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings No later than one hundred eighty (180) days after the Closing Date Date, Buyer shall deliver to Seller (a) a statement (the “Closing Statement”) setting forth balance sheets of each of the Acquired Companies, in respect each case, as of the Effective Time prepared on a basis consistent with the Reference Closing Statement and in accordance with the Accounting Principles and showing Buyer’s good faith calculation of the Total Adjusted Book Value as of the Effective Time derived therefrom, (b) a statement (the “Closing Net Settlement Statement”) prepared on a basis consistent with the Reference Net Settlement Statement and in accordance with the Settlement Methodologies setting forth Buyer’s calculations as of the Effective Time of the RLI Required Initial Premium, the RLINY Required Initial Premium, the VRIAC Required Initial Premium and the RLI-Buyer Lifeco Required Initial Premium and (c) a statement (the “Closing Fair Value Statement”, and together with the Closing Statement and the Closing Net Settlement Statement, the “Closing Settlement Statements”) of the RLI Transferred Asset Value, RLINY Transferred Asset Value, the VRIAC Transferred Asset Value and the RLI-Buyer Lifeco Transferred Asset Value. In connection with Buyer’s preparation of the Closing Statement and the Closing Net Settlement Statement, Seller shall provide Buyer and its Representatives with such assetsaccess to the employees and Representatives of Seller and its Affiliates and to such documentation, records and other information of Seller or any of its Affiliates as Buyer or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business of Seller or its Affiliates; provided, further, that the independent accountants of Seller will not be obligated to make any work papers available to Buyer or its Representatives, unless and until Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) Notwithstanding any other provision Seller shall have sixty (60) days after the date on which the Closing Settlement Statements are delivered to it to review the Closing Settlement Statements and the calculations set forth therein (the “Review Period”). In furtherance of this Agreement such review, Buyer shall, and shall cause the Acquired Companies to, provide Seller and its Representatives with such access to the contraryemployees and Representatives of Buyer and the Acquired Companies and to such documentation, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement records and other information of Net Settlement Buyer or the Final Statement Acquired Companies as Seller or any of Net Settlementits Representatives may reasonably request; provided, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was that such access does not reflected on either unreasonably interfere with the Estimated Statement conduct of Net Settlement the business of Buyer or the Final Statement Acquired Companies; provided, further, that the independent accountants of Net Settlement (Buyer and which was the Acquired Companies will not be obligated to be transferred pursuant make any work papers available to this Agreement Seller or any Ancillary Agreement)its Representatives, the parties agree unless and until Seller has signed a customary agreement relating to correct such error by effectuating a transfer or return, as the case may be, of the assets access to work papers in question (or cash equal form and substance reasonably acceptable to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Dateaccountants. (i) If Seller disagrees with the Closing Settlement Statements (including any amount or computation set forth therein) in any respect and on any basis, Seller may, on or prior to the last day of the Review Period, deliver a notice to Buyer setting forth, in reasonable detail, each disputed item or amount and the basis for Seller’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item or amount, Seller’s position as to the correct amount or computation that should have been included in the Closing Settlement Statements, as applicable. (ii) If no Dispute Notice is received by Buyer with respect to any matter in the Closing Settlement Statements on or prior to the last day of the Review Period, the amount or computation with respect to such matters as set forth in the Closing Settlement Statements shall be deemed accepted by Seller, whereupon the amount or computation of such matter or matters shall be final and binding on the parties. (iii) For a period of thirty (30) days beginning on the date that Buyer receives a Dispute Notice, if any, Buyer and Seller shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. If Buyer and Seller reach agreement with respect to any such disagreements, Buyer shall revise the Closing Settlement Statements to reflect such agreement. In the event that the parties do not resolve by mutual agreement any matter in the Dispute Notice within such thirty (30) day period, Buyer and Seller shall jointly engage an accounting firm of national reputation or any other Person, as mutually agreed by the parties hereto (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute; provided, that, if such firm is unwilling or unable to serve, unless otherwise agreed by the parties, such dispute shall be resolved in accordance with Section ‎10.7. (iv) Buyer and Seller will direct the Independent Accounting Firm to render a determination within thirty (30) days after its retention, and Buyer, Seller and their respective employees and Representatives will cooperate with the Independent Accounting Firm during its engagement. Buyer, on the one hand, and Seller, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s engagement each submit to the Independent Accounting Firm their respective computations of the disputed items or amounts identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other party. Each party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other party in such other party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm (with a copy thereof to the other party) within ten (10) Business Days after the first date on which both parties have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the parties, and each of the parties shall cooperate and shall cause their Representatives to cooperate with such requests of the Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues that remain in dispute specifically set forth in the Dispute Notice and shall render a written report to Buyer and Seller (each, an “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the Closing Settlement Statements solely as to the disputed items or amounts set forth in the Dispute Notice and shall determine the appropriate Total Adjusted Book Value, RLI Required Initial Premium, RLI Transferred Asset Value, RLINY Required Initial Premium, RLINY Transferred Asset Value, VRIAC Required Initial Premium, VRIAC Transferred Asset Value, RLI-Buyer Lifeco Required Initial Premium and RLI-Buyer Lifeco Transferred Asset Value on that basis. (v) The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Settlement Statements, together with supporting calculations. In resolving any disputed item or amount, the Independent Accounting Firm (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating shall be bound to the inventory principles of policies in force, this Section ‎2.6 and the terms of such policiesthis Agreement, including whether the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Closing Settlement or in the aggregate statutory carrying value (determined Statements were prepared in accordance with the Statement of Net Accounting Principles and Settlement MethodsMethodologies (as applicable), (B) of shall limit its review to matters specifically set forth in the Transferred Investment Assets, Dispute Notice and (C) shall not assign a value to any matter higher than the highest value for such matter claimed by either party or less than the lowest value for such matter claimed by either party. (vi) All fees and expenses relating to the work of the Independent Accounting Firm shall be paid by the party (that is, Buyer has transmitted to Sellers a Notice of Demand (as defined belowor Seller) whose position with respect to such Data Input Inaccuracy prior the matter in dispute is furthest from the Independent Accounting Firm’s final determination. Each Adjustment Report, absent fraud or manifest error, shall be expert determinations under New York law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the second anniversary final determinations of the Independent Accounting Firm, including enforcement of such final determinations, shall be resolved in accordance with Section ‎10.7. (vii) The final form of the Closing DateSettlement Statements as finally determined pursuant to this Section ‎2.6 are referred to herein as the “Final Settlement Statements”. The Total Adjusted Book Value calculated therefrom is referred to as the “Final Total Adjusted Book Value,” the RLI Required Initial Premium calculated therefrom is referred to as the “Final RLI Required Initial Premium,” the RLI Transferred Asset Value calculated therefrom is referred to as the “Final RLI Transferred Asset Value”), then the requirements RLINY Required Initial Premium calculated therefrom is referred to as the “Final RLINY Required Initial Premium”), the RLINY Transferred Asset Value calculated therefrom is referred to as the “Final RLINY Transferred Asset Value”), the VRIAC Required Initial Premium calculated therefrom is referred to as the “Final VRIAC Required Initial Premium”), the VRIAC Transferred Asset Value calculated therefrom is referred to as the “Final VRIAC Transferred Asset Value”), the RLI-Buyer Lifeco Required Initial Premium calculated therefrom is referred to as the “Final RLI-Buyer Lifeco Required Initial Premium” and the RLI-Buyer Lifeco Transferred Asset Value calculated therefrom is referred to as the “Final RLI-Buyer Lifeco Transferred Asset Value”. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 2.11(d) shall be applicable‎2.6 represent the sole and exclusive method for determining the Final Total Adjusted Book Value, Final RLI Required Initial Premium, the Final RLI Transferred Asset Value, the Final RLINY Required Initial Premium, the Final RLINY Transferred Asset Value, the Final VRIAC Required Initial Premium, the Final VRIAC Transferred Asset Value, the Final RLI-Buyer Lifeco Required Initial Premium and the Final RLI-Buyer Lifeco Transferred Asset Value.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers The Closing Date Payment shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined be adjusted in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be.following procedure: (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other Not later than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of 20 days after the Closing Date, the Buyer will prepare and deliver to the Seller updated schedules as follows, in each case as of the close of business on the Closing Date (collectively, the “Updated Schedules”): Schedule 1.1 Contract Trial Balance Schedule 1.2 FF&E Schedule 1.3 Other Receivables Schedule 1.4 Past Due Leases Schedule 1.5 Pending Leases Schedule 1.7 Pre-Funded Leases Schedule 1.8 Prepaid Expenses Schedule 1.9 Reserve Listing Schedule 1.12 UNL Leases Schedule 1.13 Vehicle Leases Schedule 1.14 VenCore Receivables Schedule 5 Recourse Pool The Updated Schedules will be accompanied by a revised Settlement Statement, computing the Purchase Price as of close of business on the Closing Date (the “Revised Settlement Statement”). (B) After receipt of the Updated Schedules and Revised Settlement Statement, the Seller will have 15 days to review the Updated Schedules and Revised Settlement Statement. During such 15 day period, Buyer will, and will cause its representatives to, make available to Seller and its representatives on a timely basis all books, records and appropriate personnel to provide Seller and its representatives with such information regarding the Updated Schedules and Revised Settlement Statement as Seller and its representatives may reasonably request. Unless Seller delivers written notice to Buyer setting forth the specific items disputed by Seller on or prior to the 15th day after its receipt of the Updated Schedules and Revised Settlement Statement, Seller will be deemed to have accepted and agreed to the Updated Schedules and Revised Settlement Statement and such agreement will be final and binding. If Seller so notifies Buyer of its objections to the Updated Schedules and Revised Settlement Statement, Buyer and Seller will, within 30 days following such notice (the “Resolution Period”), attempt to resolve their differences. (C) If Buyer and Seller do not resolve all disputed items set forth in the Updated Schedules and Revised Settlement Statement by the end of the Resolution Period, then Buyer and Seller shall mutually select a public accounting firm that is independent of each of Seller and Buyer (the requirements “Accounting Arbitrator”) as expeditiously as practicable, and all items remaining in dispute will be submitted to the Accounting Arbitrator by the parties, in writing, within 30 days after the selection of the Accounting Arbitrator. The failure by either Seller or Buyer to submit a statement regarding any items remaining in dispute within such 30 day period shall be deemed a waiver by such party of its right to do so. The Accounting Arbitrator shall act as an arbitrator to determine only those items in dispute. All fees and expenses relating to the work, if any, to be performed by the Accounting Arbitrator will be allocated between Buyer and Seller in the same proportion that the aggregate amount of the disputed items so submitted to the Accounting Arbitrator that is unsuccessfully disputed by each such party (as finally determined by the Accounting Arbitrator) bears to the total amount of such disputed items so submitted. The Accounting Arbitrator will deliver to Buyer and Seller a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination) of the disputed items within 30 days of receipt of the disputed items, which determination will be final, binding and conclusive. The final, binding and conclusive Updated Schedules and Revised Settlement Statement, which either are agreed upon by Seller and Buyer or are delivered by the Accounting Arbitrator in accordance with this Section 2.11(d2(c)(3), will be the “Conclusive Statement.” (D) If the Purchase Price as of close of business on the Closing Date as indicated on the Conclusive Statement exceeds the Closing Date Payment, then within three Business Days after the parties obtain the Conclusive Statement, the Buyer shall pay such excess to the Seller by (i) executing and delivering to the Seller an additional Term Note with a principal amount equal to ninety-five percent (95%) of the amount by which the Net Book Value of the Acquired Receivables on the Conclusive Statement exceeds such Net Book Value on the Settlement Statement, and (ii) paying the remainder of such excess to the Seller in cash. At the same time, the Buyer shall also pay to the Seller the interest required by Section 2(e). (E) If the Closing Date Payment exceeds the Purchase Price as of close of business on the Closing Date as indicated on the Conclusive Statement, then within three Business Days after the parties obtain the Conclusive Statement, the Seller shall pay such excess to the Buyer by (i) accepting from the Buyer an additional Term Note with a principal amount equal to ninety-five percent (95%) of the amount by which the Net Book Value of the Acquired Receivables on the Settlement Statement exceeds such Net Book Value on the Conclusive Statement, and (ii) paying the remainder of such excess to the Buyer in cash. At the same time, the Seller shall also pay to the Buyer the interest required by Section 2(e). (F) Any excess amount paid by the Buyer or the Seller in accordance with Section 2(c)(3)(D) or 2(C)(3)(E) shall be applicabletreated as an adjustment to the Purchase Price for all Tax purposes by the Seller and the Buyer.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to If the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, Working Capital as determined in accordance with Section 2.3(a)(ii) exceeds the Coinsurance Agreement Reference Working Capital, Purchaser shall pay to the Sellers by wire transfer of immediately available funds to one or more accounts designated by the Sellers the amount by which the Final Net Working Capital exceeds the Reference Working Capital plus any interest accruing on such amount at the Reference Rate beginning on the Closing Date through the date of payment. (ii) If the Final Closing Cash as determined in accordance with Section 2.3(a)(ii) is positive, Purchaser shall pay to the Sellers by wire transfer of immediately available funds to one or more accounts designated by the Sellers the amount by which the Final Closing Cash is greater than zero plus interest accruing on such amount at the Reference Rate beginning on the Closing Date through the date of payment. (iii) Any Net Working Capital Shortfall and any Closing Cash Shortfall (together, the “Shortfall”), which amount shall include interest accruing on such funds in the Preliminary Purchase Price Escrow Account (the rate of such interest accruals being the “Reference Rate”) beginning on the Closing Date through the date of payment, shall be released to the Purchaser from the Preliminary Purchase Price Escrow Account, and the Ceded remaining amount, if any, in the Purchase Price Escrow Account shall be released to one or more accounts designated by the Sellers; provided, however, that if the Shortfall exceeds the amount on deposit in the Preliminary Purchase Price Escrow Account, such excess shall be payable by the Sellers. (iv) Any adjustment payment pursuant to Section 2.3(b) shall be paid within three Business Trust Agreement, Days after the determination of the Final Net Working Capital and the Final Closing Cash pursuant to Section 2.3(a)(ii). (v) Any right of the Purchaser to set-off and/or to withhold any adjustment payment pursuant to Section 2.3(b) shall return to CGLIC assets (selected be prohibited unless Purchaser’s respective set-off claim is undisputed or has been confirmed by final court decision. The Preliminary Purchase Price shall be adjusted in accordance with the Investment Asset Identification Protocolaggregate amount paid (A) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with Sellers pursuant to Sections 2.3(b)(i) and 2.3(b)(ii), which amount shall increase the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net SettlementPreliminary Purchase Price, or (iiB) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred Purchaser pursuant to this Agreement or any Ancillary AgreementSection 2.3(b)(iii), which amount shall reduce the parties agree Preliminary Purchase Price. The Preliminary Purchase Price as so adjusted is referred to correct such error by effectuating a transfer or return, herein as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date“Final Purchase Price”. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) In the event that (i) the General Account Reinsurance Premium determined by reference to Working Capital Adjustment Amount set forth in the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementClosing Statement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or minus (ii) the General Account Reinsurance Premium determined by reference to Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Statement of Net Settlement is less than Closing Statement, plus (c) (i) the General Account Reinsurance Premium determined by reference to Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Statement of Net SettlementClosing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then CIGNA LifePurchaser shall, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets within two (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (52) Business Days after the determination of the delivery Post-Closing Amount, issue, and cause the Purchaser Subsidiary to deliver to Seller (or to an Affiliate designated by Seller), an aggregate number of Purchaser Common Shares equal to (A) the amount of the Post-Closing Adjustment divided by (B) the Purchaser Reference Share Price. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall, within two (2) Business Days after the determination of the Post-Closing Amount, surrender to the Buyer Purchaser Subsidiary an aggregate number of Purchaser Common Shares equal to (A) the absolute value of the Final Statement amount of Net Settlement, plus interest on such amount from and including the Post-Closing Date up to but not including Adjustment divided by (B) the date of payment accrued at the 60-Day Treasury RatePurchaser Reference Share Price. The foregoing Purchase Price, as adjusted by the Post-Closing Adjustment, shall apply be the “Final Purchase Price.” Except to the Guaranteed Cost Reinsurance Premiumextent otherwise required by applicable Law, provided that Seller, Purchaser, the Transferred Entities and their respective Affiliates shall treat any and all payments under this Section 2.7 as an adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to purchase price for all Tax purposes, and the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLICparties shall, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers and shall cause such assets to be transferred thereto promptly after discovery thereoftheir respective Affiliates to, together with any interest, dividends or other earnings after the Closing Date in respect of such assetsfile their respective Tax Returns accordingly. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers The Closing Date Payment shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined be adjusted in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be.following procedure: (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other Not later than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of 20 days after the Closing Date, the Buyer will prepare and deliver to the Seller updated schedules as follows, in each case as of the close of business on the Closing Date (collectively, the “Updated Schedules”): Schedule 1.1 Contract Trial Balance Schedule 1.2 FF&E Schedule 1.3 Other Receivables Schedule 1.4 Past Due Leases Schedule 1.5 Pending Leases Schedule 1.7 Pre-Funded Leases Schedule 1.8 Prepaid Expenses Schedule 1.9 Reserve Listing Schedule 1.12 UNL Leases Schedule 1.13 Vehicle Leases Schedule 1.14 VenCore Receivables Schedule 5 Recourse Pool The Updated Schedules will be accompanied by a revised Settlement Statement, computing the Purchase Price as of close of business on the Closing Date (the “Revised Settlement Statement”). (B) After receipt of the Updated Schedules and Revised Settlement Statement, the Seller will have 15 days to review the Updated Schedules and Revised Settlement Statement. During such 15 day period, Buyer will, and will cause its representatives to, make available to Seller and its representatives on a timely basis all books, records and appropriate personnel to provide Seller and its representatives with such information regarding the Updated Schedules and Revised Settlement Statement as Seller and its representatives may reasonably request. Unless Seller delivers written notice to Buyer setting forth the specific items disputed by Seller on or prior to the 15th day after its receipt of the Updated Schedules and Revised Settlement Statement, Seller will be deemed to have accepted and agreed to the Updated Schedules and Revised Settlement Statement and such agreement will be final and binding. If Seller so notifies Buyer of its objections to the Updated Schedules and Revised Settlement Statement, Buyer and Seller will, within 30 days following such notice (the “Resolution Period”), attempt to resolve their differences. (C) If Buyer and Seller do not resolve all disputed items set forth in the Updated Schedules and Revised Settlement Statement by the end of the Resolution Period, then Buyer and Seller shall mutually select a public accounting firm that is independent of each of Seller and Buyer (the requirements “Accounting Arbitrator”) as expeditiously as practicable, and all items remaining in dispute will be submitted to the Accounting Arbitrator by the parties, in writing, within 30 days after the selection of the Accounting Arbitrator. The failure by either Seller or Buyer to submit a statement regarding any items remaining in dispute within such 30 day period shall be deemed a waiver by such party of its right to do so. The Accounting Arbitrator shall act as an arbitrator to determine only those items in dispute. All fees and expenses relating to the work, if any, to be performed by the Accounting Arbitrator will be allocated between Buyer and Seller in the same proportion that the aggregate amount of the disputed items so submitted to the Accounting Arbitrator that is unsuccessfully disputed by each such party (as finally determined by the Accounting Arbitrator) bears to the total amount of such disputed items so submitted. The Accounting Arbitrator will deliver to Buyer and Seller a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination) of the disputed items within 30 days of receipt of the disputed items, which determination will be final, binding and conclusive. The final, binding and conclusive Updated Schedules and Revised Settlement Statement, which either are agreed upon by Seller and Buyer or are delivered by the Accounting Arbitrator in accordance with this Section 2.11(d2(c)(3), will be the “Conclusive Statement.” (D) If the Purchase Price as of close of business on the Closing Date as indicated on the Conclusive Statement exceeds the Closing Date Payment, then within three Business Days after the parties obtain the Conclusive Statement, the Buyer shall pay such excess to the Seller by (i) executing and delivering to the Seller an additional Term Note with a principal amount equal to ninety-five percent (95%) of the amount by which the Net Book Value of the Acquired Receivables on the Conclusive Statement exceeds such Net Book Value on the Settlement Statement, and (ii) paying the remainder of such excess to the Seller in cash. At the same time, the Buyer shall also pay to the Seller the interest required by Section 2(e). (E) If the Closing Date Payment exceeds the Purchase Price as of close of business on the Closing Date as indicated on the Conclusive Statement, then within three Business Days after the parties obtain the Conclusive Statement, the Seller shall pay such excess to the Buyer by (i) accepting from the Buyer an additional Term Note with a principal amount equal to ninety-five percent (95%) of the amount by which the Net Book Value of the Acquired Receivables on the Settlement Statement exceeds such Net Book Value on the Conclusive Statement, and (ii) paying the remainder of such excess to the Buyer in cash. At the same time, the Seller shall also pay to the Buyer the interest required by Section 2(e). (F) Any excess amount paid by the Buyer or the Seller in accordance with Section 2(c)(3)(D) or 2(C)(3)(E) shall be applicabletreated as an adjustment to the Purchase Price for all Tax purposes by the Seller and the Buyer.

Post-Closing Adjustment. (ai) As promptly as reasonably practicable, but in no event later than ninety (90) calendar days following the Closing Date, Buyer shall cause to be prepared and delivered to the Securityholder Representative a statement (the “Buyer Closing Statement”) setting forth in reasonable detail Buyer’s proposed calculation of the Adjustment Amount (including its proposed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses), together with supporting documentation of such calculations in reasonable detail. (ii) During the thirty (30) day period commencing upon receipt by the Securityholder Representative of the Buyer Closing Statement (the “Review Period”), Buyer shall provide the Securityholder Representative and any accountants or advisors retained by the Securityholder Representative with reasonable access to the books and records of the Company for the purposes of (A) enabling the Securityholder Representative and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Adjustment Amount as reflected in the Buyer Closing Statement and (B) identifying any dispute related to the calculation of the Adjustment Amount set forth in the Buyer Closing Statement. (iii) If the Securityholder Representative disputes the Adjustment Amount set forth in the Buyer Closing Statement, then the Securityholder Representative shall deliver a written notice (an “Adjustment Dispute Notice”) to Buyer and the Escrow Agent prior to the expiration of the Review Period. The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation and the Securityholder Representative’s determination of the Adjustment Amount (including its proposed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses and supporting documentation of such calculations). (iv) If the Securityholder Representative does not deliver an Adjustment Dispute Notice to Buyer prior to the expiration of the Review Period, the Adjustment Amount set forth in the Buyer Closing Statement shall be deemed final and binding on Buyer, the Securityholder Representative and the Securityholders as the Adjustment Amount for all purposes of this Agreement. (v) If the Securityholder Representative delivers an Adjustment Dispute Notice to Buyer prior to the expiration of the Review Period, then the Securityholder Representative and Buyer shall meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the computation of the Adjustment Amount for a period of twenty (20) calendar days following the delivery of the Adjustment Dispute Notice to Buyer, and use reasonable best efforts to resolve by written agreement (the “Agreed Modifications”) any differences as to the Adjustment Amount. In the event that Buyer and the Securityholder Representative so resolve any such differences, the Adjustment Amount set forth in the Buyer Closing Statement, as adjusted by the Agreed Modifications shall be final and binding as the Adjustment Amount for all purposes of this Agreement. If the Securityholder Representative and Buyer are unable to reach agreement on the calculation of the Adjustment Amount within the twenty (i20) calendar day period following the General Account Reinsurance Premium determined by reference delivery of the Adjustment Dispute Notice to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementBuyer, then Sellers either the Securityholder Representative or Buyer may submit the objections to KPMG International Cooperative (such firm, or any successor thereto, in each case who is independent of both the Company and Buyer, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day. In resolving any disputed item, the Designated Accounting Firm (x) shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined determine Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses in accordance with the Statement of Net Settlement Methods equal respective definitions thereof, (y) shall limit its review to such excess within five matters still in dispute as specifically set forth in the Adjustment Dispute Notice (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference only to the Final Statement of Net Settlement is less than extent such matters are still in dispute) and (z) shall act as an expert and not as an arbitrator. The Designated Accounting Firm shall be directed by Buyer and the General Account Reinsurance Premium determined by reference Securityholder Representative to resolve the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, unresolved objections as determined promptly as reasonably practicable in accordance with the Coinsurance Agreement terms of this Agreement, and, in any event, within thirty (30) calendar days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Securityholder Representative, Buyer and the Ceded Business Trust Escrow Agent. In connection with the resolution of any such dispute by the Designated Accounting Firm, each of Buyer, the Securityholder Representative and their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of the Adjustment Amount. The determination of the Adjustment Amount made by the Designated Accounting Firm shall be final and binding on Buyer, the Securityholder Representative and the Securityholders for all purposes of this Agreement, absent manifest error. The Expert Calculations (A) shall return to CGLIC assets (selected reflect in accordance with detail the Investment Asset Identification Protocol) previously transferred by CGLIC to differences, if any, between the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days calculation of the delivery to Adjustment Amount reflected in the Adjustment Dispute Notice and the calculation of the Adjustment Amount set forth in the Buyer of the Final Closing Statement of Net Settlementand (B) with respect to any specific discrepancy or disagreement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to no greater than the Guaranteed Cost Business Trust higher amount calculated by CGLIC Buyer or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business TrustSecurityholder Representative, as the case may be, an asset reflected on either and no lower than the Estimated Statement of Net Settlement lower amount calculated by Buyer or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or returnSecurityholder Representative, as the case may be, . The fees and expenses of the assets Designated Accounting Firm shall be borne by Buyer, on the one hand, and the Securityholder Representative, on behalf of the Securityholders, on the other hand, in question (or cash equal inverse proportion as they may prevail on the matters resolved by the Designated Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateDesignated Accounting Firm. (ivi) In If the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such Adjustment Amount, as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (finally determined in accordance with this Section 3.04, is a negative number, then Buyer and the Statement Securityholder Representative shall promptly, and within five (5) Business Days, issue joint written instructions to the Escrow Agent directing the Escrow Agent to disburse from the Adjustment Escrow Fund in accordance with the Escrow Agreement (A) to Buyer, the absolute value of Net Settlement Methodssuch amount (the “Shortfall Amount”), (B) to the Payment Agent or, with respect to the Payroll Portion of such amount, Buyer (in each case, for further disbursement to the Securityholders in accordance with the Escrow Agreement and in proportion to their respective Pro Rata Shares), the remainder of the Transferred Investment AssetsAdjustment Escrow Fund, if any; provided, that if the amount then remaining in the Adjustment Escrow Fund is insufficient to satisfy the Shortfall Amount, the excess of such Shortfall Amount over the amount then remaining in the Adjustment Escrow Fund shall be deducted from the Indemnity Escrow Fund and disbursed to Buyer in accordance with the Escrow Agreement (and Buyer and the Securityholder Representative shall promptly issue joint written instructions to the Escrow Agent directing the Escrow Agent to make such disbursement). For the avoidance of doubt, any amounts Buyer recovers from the Indemnity Escrow Fund pursuant to this Section 3.04(b)(vi) shall not reduce the amount that a Buyer Indemnified Party may recover with respect to claims made pursuant to Article X. (vii) If the Adjustment Amount, as finally determined in accordance with this Section 3.04, is zero or a positive number (such positive number, the “Excess Amount”), then (A) Buyer shall promptly, and within five (5) Business Days, deposit with the Payment Agent (for further disbursement to the Securityholders in proportion to their respective Pro Rata Shares), the Excess Amount (less the Payroll Portion of the Excess Amount, which shall be promptly paid directly by Buyer to the applicable Securityholders), if any, and (CB) Buyer has transmitted and the Securityholder Representative shall promptly, and within five (5) Business Days, issue joint written instructions to Sellers a Notice of Demand (as defined below) the Escrow Agent directing the Escrow Agent to disburse all amounts then held in the Adjustment Escrow Fund to the Payment Agent or, with respect to the Payroll Portion of such Data Input Inaccuracy prior amount, Buyer (in each case, for further disbursement to the second anniversary of Securityholders in accordance with the Closing DateEscrow Agreement and in proportion to their respective Pro Rata Shares). (viii) To the extent permitted under applicable Tax law, then the requirements of any amount paid to Securityholders pursuant to this Section 2.11(d3.04(b) shall be applicabletreated as an adjustment to the Aggregate Closing Consideration for all Tax purposes.

Post-Closing Adjustment. If (a) In the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement such excess, if any, exceeds the General Account Reinsurance Premium determined by reference to Net Working Capital Escrow Amount held in the Estimated Statement of Net SettlementEscrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the Ceded date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Trust assets Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (selected in accordance i.e., the remaining Net Working Capital Escrow Amount, if any, together with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days provisions of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Working Capital Escrow Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In As soon as practicable following the event that (i) ----------------------- Closing, Sellers, with the General Account Reinsurance Premium determined by reference to the Final Statement assistance and co-operation of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement Buyer, shall prepare a balance sheet of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected Subsidiaries prepared as a year-end statement in accordance with Investment Asset Identification Protocolgenerally accepted accounting principals ("GAAP") with an aggregate statutory carrying value determined consistently applied in accordance a manner consistent with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days methods utilized by the Subsidiaries in the preparation of the December 31, 1997 financial reports of Subsidiaries, which shall reflect all of the assets and liabilities of the Subsidiaries, as the same is to be adjusted to reflect those matters identified in Section 4 (the "Adjusted Closing Balance Sheet"), which shall be delivered to Buyer not later than one hundred twenty (120) days after the Closing. The Adjusted Closing Balance Sheet shall be prepared in order to calculate the Purchase Price and shall be used for no other purpose. If Buyer agrees to the Adjusted Closing Balance Sheet, it shall become the "Final Adjusted Closing Balance Sheet". If Buyer does not agree to the Adjusted Closing Balance Sheet, it shall within fifteen (15) business days after delivery of the Adjusted Closing Balance Sheet by Sellers, prepare and deliver to Sellers a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Adjusted Closing Balance Sheet. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as representative of Buyer, and ▇▇▇▇ ▇▇▇▇▇▇▇, as representative of Sellers (collectively, the "Representatives") shall use their best efforts to resolve the Disputed Adjustments. If the Representatives are able to reach an agreement on the Disputed Adjustments, the Adjusted Closing Balance Sheet shall be amended to reflect such agreement and shall become the "Final Statement Adjusted Closing Balance Sheet". If the Representatives are unable to reach an agreement on the Disputed Adjustments within thirty (30) calendar days after receipt by Sellers of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementDisputed Adjustments, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium Disputed Adjustments shall be transferred submitted by Buyer and Sellers to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided their respective independent accountants on or before the second anniversary thirty-first (31st) calendar day after receipt by Sellers of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate)Disputed Adjustments, including data (and the omission parties shall use their reasonable efforts to cause these accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Sellers each shall be responsible for the fees, costs and expenses of datatheir respective independent accountants. If the respective independent accounting firms are able to reach an agreement on the Disputed Adjustments, the Adjusted Closing Balance Sheet shall be amended to reflect such agreement and shall become the "Final Adjusted Closing Balance Sheet". If no agreement is reached within fifteen (15) relating business days following submission to the inventory of policies in forceindependent accountants, the terms resolution of such policiesthe dispute shall be submitted to Deloitte & Touche in Nashville, Tennessee with instructions to complete its review and report within fifteen (15) business days thereafter. The report prepared by Deloitte & Touche with respect to any unresolved matters shall be final and shall be the relevant information related basis for the Final Adjusted Closing Balance Sheet. The fees, costs and expenses of the third firm of independent accountants shall be borne by Buyer and Sellers equally. The Final Adjusted Closing Balance Sheet shall be deemed to be and shall be conclusive and binding on the parties to this Agreement for purposes of determining the Purchase Price pursuant to paragraph 4(a) hereof and otherwise. The settlement with respect to the holders or annuitants Purchase Price shall take place at 10:00 a.m., local time, at the offices of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, Buyer on a date no later than 10 business days after the terms acceptance of loan documents and organizational documents, the terms of leases, lease abstracts and rent rollsFinal Adjusted Closing Balance Sheet (the "Settlement"), or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in time and place as the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableparties may agree upon.

Post-Closing Adjustment. (ai) As promptly as reasonably practicable, but in no event later than ninety (90) days following the Closing Date, Parent shall cause to be prepared and delivered to the Securityholder Representative a statement (the “Parent Closing Statement”) setting forth in reasonable detail Parent’s proposed calculation of the Adjustment Amount (including proposed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses), together with supporting calculations and documentation in reasonable detail. (ii) During the forty-five (45) day period commencing upon receipt by the Securityholder Representative of the Parent Closing Statement (the “Review Period”), Parent shall provide the Securityholder Representative and any accountants or advisors retained by the Securityholder Representative with reasonable access to the books and records of the Acquired Companies for the purposes of (A) enabling the Securityholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of, the Adjustment Amount as reflected in the Parent Closing Statement and (B) identifying (and contesting, if applicable) any dispute related to the calculation of the Adjustment Amount set forth in the Parent Closing Statement. (iii) If the Securityholder Representative disputes the Adjustment Amount set forth in the Parent Closing Statement, then the Securityholder Representative shall deliver a written notice (an “Adjustment Dispute Notice”) to Parent and the Escrow Agent prior to the expiration of the Review Period. The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation and the Securityholder Representative’s determination of the Adjustment Amount (including proposed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses). (iv) If the Securityholder Representative does not deliver an Adjustment Dispute Notice to Parent prior to the expiration of the Review Period, the Adjustment Amount set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Securityholder Representative and the Securityholders as the Adjustment Amount for all purposes of this Agreement. (v) If the Securityholder Representative delivers an Adjustment Dispute Notice to Parent prior to the expiration of the Review Period, then the Securityholder Representative and Parent shall meet, confer and exchange any additional relevant information reasonably requested by the other Party regarding the computation of the Adjustment Amount for a period of twenty (20) days following the delivery of the Adjustment Dispute Notice to Parent, and use reasonable best efforts to resolve by written agreement (the “Agreed Modifications”) any differences as to the Adjustment Amount. In the event that Parent and the Securityholder Representative so resolve any such differences, the Adjustment Amount set forth in the Parent Closing Statement, as adjusted by the Agreed Modifications shall be final and binding as the Adjustment Amount for all purposes of this Agreement. If the Securityholder Representative and Parent are unable to reach agreement on the calculation of the Adjustment Amount within the twenty (i20) day period following the General Account Reinsurance Premium determined by reference delivery of the Adjustment Dispute Notice to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementParent, then Sellers either the Securityholder Representative or Parent may submit the objections to PricewaterhouseCoopers LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day. In resolving any disputed item, the Designated Accounting Firm (x) shall transfer to determine the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses in accordance with the Statement of Net Settlement Methods equal respective definitions thereof, (y) shall limit its review to such excess within five matters still in dispute as specifically set forth in the Adjustment Dispute Notice (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference only to the Final Statement of Net Settlement is less than extent such matters are still in dispute) and (z) shall act as an expert and not as an arbitrator. The Designated Accounting Firm shall be directed by Parent and the General Account Reinsurance Premium determined by reference Securityholder Representative to resolve the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, unresolved objections as determined promptly as reasonably practicable in accordance with the Coinsurance Agreement terms of this Agreement, and, in any event, within thirty (30) days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Securityholder Representative, Parent and the Ceded Business Trust Escrow Agent. In connection with the resolution of any such dispute by the Designated Accounting Firm, each of Parent, the Securityholder Representative and their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of the Adjustment Amount. The determination of the Adjustment Amount made by the Designated Accounting Firm shall be final and binding on Parent, the Securityholder Representative and the Securityholders for all purposes of this Agreement, absent manifest error. The Expert Calculations (A) shall return to CGLIC assets (selected reflect in accordance with detail the Investment Asset Identification Protocol) previously transferred by CGLIC to differences, if any, between the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days calculation of the delivery to Adjustment Amount reflected in the Buyer Adjustment Dispute Notice and the calculation of the Final Adjustment Amount set forth in the Parent Closing Statement of Net Settlementand (B) with respect to any specific discrepancy or disagreement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to no greater than the Guaranteed Cost Business Trust higher amount calculated by CGLIC Parent or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business TrustSecurityholder Representative, as the case may be, an asset reflected on either and no lower than the Estimated Statement of Net Settlement lower amount calculated by Parent or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or returnSecurityholder Representative, as the case may be, . The fees and expenses of the assets Designated Accounting Firm shall be borne by Parent, on the one hand, and the Securityholder Representative, on behalf of the Securityholders, on the other hand, in question (or cash equal inverse proportion as they may prevail on the matters resolved by the Designated Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateDesignated Accounting Firm. (ivi) In If the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such Adjustment Amount, as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (finally determined in accordance with this Section 2.08(b), is a negative number, then Parent and the Statement of Net Settlement MethodsSecurityholder Representative shall promptly issue joint written instructions to the Escrow Agent directing the Escrow Agent to disburse to the Surviving Company from the Indemnity Escrow Fund in accordance with the Escrow Agreement (A) an amount in cash equal to one-half of the Transferred Investment Assetsabsolute value of the Adjustment Amount and (B) a number of shares of Parent Stock equal to the quotient of (1) one-half of the absolute value of the Adjustment Amount, divided by (2) the Parent Stock Price. (vii) If the Adjustment Amount, as finally determined in accordance with this Section 2.08(b), is a positive number, then Parent shall promptly deposit with the Exchange Agent for disbursement to the Indemnitors in proportion to their respective Pro Rata Shares (A) an amount in cash equal to one-half of the Adjustment Amount and (B) a number of shares of Parent Stock equal to the quotient of (i) one-half of the Adjustment Amount, divided by (ii) the Parent Stock Price (other than any such amounts which are payable through the Surviving Company’s or Parent’s payroll system pursuant to this Agreement, which Parent shall promptly pay or cause to be paid through payroll to Vested Optionholders and Vested RSU Holders); provided that, the amount of cash set forth in clause (A) shall not exceed an amount equal to $250,000,000, and the number of shares set forth in clause (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(dB) shall be applicablenot exceed an amount equal to 834,082.

Post-Closing Adjustment. Within thirty (a30) In days after the event that Closing Date, Purchaser shall provide Seller with an accounting statement, setting forth revenues received and expenses paid by Purchaser on and after the Effective Date; to the extent such revenue and expenses accrue and are attributable to the Subject Property prior to the Effective Date. Within forty-five (45) days after the Closing Date, Seller shall provide Purchaser with a Post-Closing Accounting Statement, setting forth (i) revenues received and expenses incurred by Seller on and after the General Account Reinsurance Premium determined by reference Effective Date; to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference extent such revenue and expenses accrue and are attributable to the Estimated Statement of Net Settlement, then Sellers shall transfer to Subject Property on and after the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from Effective Date and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) revenues received and expenses paid by Purchaser on and after the General Account Reinsurance Premium determined by reference Effective Date; to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference extent such revenue and expenses accrue and are attributable to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC Subject Property prior to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with Effective Date. Purchaser shall have fifteen (15) days after its receipt of Seller’s Post-Closing Accounting Statement to review Purchaser’s records supporting the Statement of Net Settlement Methods equal Post-Closing Accounting Statement. If revenues received by Seller plus the expenses paid by Purchaser exceed expenses incurred by Seller plus the revenues received by Purchaser, Seller shall pay the difference to such shortfall within five (5) Business Days of Purchaser. If expenses incurred by Seller plus the delivery revenues received by Purchaser exceed revenues received by Seller plus the expenses paid by Purchaser, Purchaser shall pay to Seller the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Ratedifference. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC Seller or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business TrustPurchaser, as the case may be, shall tender to the other party all sums due to the other party within sixty (60) days after the issuance of the Post-Closing Accounting Statement. Subject to the terms hereof and except to the extent same have already been taken into account as an asset reflected on either adjustment hereinabove provided, all monies, proceeds, receipts, credits and income attributable to the Estimated Statement ownership and operation of Net Settlement or the Final Statement Subject Property (i) for all periods of Net Settlementtime from, or and subsequent to, the Effective Date, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall after such receipt, fully disclose, account for and transmit same to Purchaser promptly, and (ii) erroneously transfers for all periods of time prior to the Effective Date, shall be the sole property and entitlement of Seller, and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller promptly. Subject to the terms hereof and the indemnities provided for in the Assignment and except to the extent same have already been taken into account as an Investment Asset adjustment, all costs, expenses, disbursements, obligations and liabilities attributable to CIGNA Life which was not reflected on either the Estimated Statement Subject Property (x) for periods of Net Settlement time prior to the Effective Date shall be the sole obligation of Seller, and Seller shall promptly pay, or the Final Statement if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same, and (y) for periods of Net Settlement (time from, and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement)subsequent to, the parties Effective Date, regardless of when due or payable, shall be the sole obligation of Purchaser, and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same. The Parties agree to correct such error by effectuating a transfer or return, that the Imbalances existing as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error Effective Date shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate)determined and cash settled after Closing, including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement applicable gas balancing agreement. Within thirty days after Closing, Seller and Purchaser shall make available to each other the necessary records to permit the audit of Net Settlement MethodsImbalances, in accordance with the applicable gas balancing agreement. Seller and Purchaser shall attempt (in good faith) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) resolve in writing any differences that they may have with respect to the Imbalances or the audit. If, at the end of one hundred (100) days after Closing, Seller and Purchaser have not reached agreement on such Data Input Inaccuracy prior matters, the matters that remain in dispute shall be submitted to a neutral accountant (the “Accounting Referee”) for review and final binding resolution. The Accounting Referee shall be a certified public accountant who is an employee or partner of a recognized independent public accounting firm. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the second anniversary Accounting Referee. Seller and Purchaser shall each be responsible for one-half of the Closing Date, then fees and expenses of the requirements of this Section 2.11(d) shall be applicableAccounting Referee.

Post-Closing Adjustment. (a) In the event that (i) Within sixty (60) days after the General Account Reinsurance Premium determined by reference Closing Date, Buyer shall prepare and deliver to the Final Statement Sellers’ Representative a statement setting forth its calculation of Closing Net Settlement exceeds Working Capital, which statement shall contain an internally-prepared balance sheet of the General Account Reinsurance Premium determined by reference to Company and its Subsidiaries (on a consolidated basis) as of the Estimated Statement Closing Date and a calculation of Closing Net Settlement, then Sellers shall transfer to Working Capital (the Ceded Business Trust assets (selected “Closing Net Working Capital Statement”) prepared in accordance with Investment Asset Identification ProtocolGAAP as used in the preparation of the Sample Working Capital Statement, as modified by the Agreed Accounting Principles, and in a format substantially similar to the Sample Working Capital Statement. (ii) with The post-closing adjustment shall be an amount equal to the Closing Net Working Capital minus the Estimated Closing Net Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer shall pay to the Sellers’ Representative (on behalf of the Sellers) an aggregate statutory carrying value determined amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, then Buyer shall be entitled to receive such amount from the Working Capital Escrow Amount in accordance with the Statement of Net Settlement Methods equal Escrow Agreement. To the extent the amount owed to such excess within five Buyer exceeds the Working Capital Escrow Amount, the Sellers’ Representative shall pay to Buyer (5) Business Days on behalf of the delivery Sellers) the amount of such excess. (iii) The Sellers’ Representative and Buyer hereby agree that, following the final determination that any Post-Closing Adjustment is due and payable pursuant to Section 2.5(b)(ii) to Buyer, on the one hand, or the Sellers’ Representative (on behalf of the Final Statement of Net SettlementSellers), plus interest on the other hand, in either case, the parties shall each cooperate with each other and shall use their best efforts to take such amount from and including the Closing Date up action as is necessary to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference promptly provide to the Final Statement Escrow Agent such written direction as is necessary under the terms of Net Settlement the Escrow Agreement to (A) release such portion of the Working Capital Escrowed Amount as is less than necessary to satisfy the General Account Reinsurance Premium determined by reference obligations of the parties pursuant to Section 2.5(b)(ii), and (B) following such satisfaction of the obligations of the parties pursuant to Section 2.5(b)(ii), to release the balance of the Working Capital Escrowed Amount, if any, to the Estimated Statement Sellers’ Representative (for the benefit of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined Sellers) in accordance with the Coinsurance Agreement and the Ceded Business Trust Escrow Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. No later than 120 days after the Closing Date (a) In or such later date as mutually agreed by Buyer and Sellers Representative), Buyer shall prepare and deliver to the event that Sellers Representative (i) a balance sheet of the General Account Reinsurance Premium determined by reference Company as of the Measurement Time (together with supporting documentation reasonably necessary for Sellers Representative to verify such balance sheet, the “Final Balance Sheet”), (ii) worksheets showing Buyer’s calculation of the: (A) Indebtedness of the Company as of the Measurement Time, plus the amount of any premiums, penalties, fees, make-whole payments or other charges incurred as a result of the payment thereof on the Closing Date as reflected in the applicable Payoff Letter (collectively, “Final Indebtedness”), (B) the amount of all Transaction Expenses unpaid as of the Measurement Time (“Final Transaction Expenses”), (C) Net Working Capital derived from the Final Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Final Statement Net Working Capital”), (D) the amount of Net Settlement exceeds all Incremental Equity Capital, if applicable (the General Account Reinsurance Premium determined by reference to “Final Incremental Equity Capital”), (E) the Estimated Statement amount of Net Settlementall Gap Period Extraordinary Expenditures, then Sellers shall transfer to if any (the Ceded Business Trust assets “Final Gap Period Extraordinary Expenditures”), and (selected in accordance with Investment Asset Identification ProtocolF) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five Interim Tax Amount (5the “Final Interim Tax Amount”) Business Days of the delivery and (iii) Buyer’s calculation of the Final Statement Closing Securities Payment, in each case, together with a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item. The Final Balance Sheet, Final Indebtedness, Final Transaction Expenses, the Final Net Working Capital, the Final Closing Securities Payment, the Final Incremental Equity Capital (if applicable), the Final Gap Period Extraordinary Expenditures (if any), and the Final Interim Tax Amount (together, the “Final Closing Items”) shall be prepared in good faith and on a basis consistent with the Audited Financial Statements. Sellers Representative and its representatives shall be entitled to reasonable access during normal business hours to all books and records of Net Settlementthe Company as may be reasonably requested by Sellers Representative for the purpose of this Section 2.4. Buyer and Sellers Representative shall promptly provide to each other all documents reasonably requested by the other to verify any of the items set forth in the Final Closing Items calculations. Sellers Representative shall have the right for 30 days following receipt of the Final Closing Items to object to any of the Final Closing Items or the calculation thereof. Any objection made by Sellers Representative shall be made in writing and shall set forth such objection in reasonable detail. Sellers Representative shall be deemed to have waived any rights to object under this Section 2.4 unless Sellers Representative furnishes its written objections to Buyer within such 30-day period. If Sellers Representative delivers an objection within such 30-day period, plus interest on such amount then Buyer and Sellers Representative shall endeavor in good faith to resolve the objections. If, at the end of a 15-day period from and including the Closing Date up to but not including the date of payment accrued at delivery of any objection by Sellers Representative or such longer period as may be mutually agreed by Buyer and Sellers Representative, there are any objections that remain in dispute, then the 60-Day Treasury Rateremaining objections in dispute shall be submitted for resolution to the Oklahoma City, Oklahoma offices of the accounting firm of Ernst & Young (the “Closing Item Arbitrator”) and, in connection with the engagement for such submission, Sellers Representative and Buyer shall execute any engagement, indemnity and other agreements as the Closing Item Arbitrator may reasonably require as a condition to such engagement in form and substance reasonably acceptable to each of the Sellers Representative and Buyer. The Closing Item Arbitrator shall determine the Final Closing Securities Payment as promptly as reasonably practicable after the objections that remain in dispute are submitted to the Closing Item Arbitrator, but in any event within 30 days after such objections that remain in dispute are submitted to the Closing Item Arbitrator. If any objections are submitted to the Closing Item Arbitrator for resolution, (i) each of Buyer and Sellers Representative shall furnish to the Closing Item Arbitrator such workpapers and other documents and information relating to such objections as the Closing Item Arbitrator may request and are reasonably available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Closing Item Arbitrator any material relating to the determination of the matters in dispute and to discuss such determination with the Closing Item Arbitrator, provided that neither Sellers Representative nor Buyer shall engage in any communication or correspondence with the Closing Item Arbitrator outside of the presence, or without the inclusion, of the other; (ii) the General Account Reinsurance Premium determined by reference to Closing Item Arbitrator must not adopt an amount of the Final Statement of Net Settlement Closing Securities Payment that is greater than the amount submitted by Sellers Representative or less than the General Account Reinsurance Premium determined amount submitted by reference to Buyer; and (iii) the Estimated Statement determination by the Closing Item Arbitrator of Net Settlement, then CIGNA Life, directly or from the Ceded Business TrustFinal Closing Securities Payment, as determined set forth in a written notice delivered to both Buyer and Sellers Representative by the Closing Item Arbitrator, shall be made in accordance with the Coinsurance this Agreement and the Ceded Business Trust AgreementSample Balance Sheet and shall be binding and conclusive on the parties and, absent manifest error, shall return to CGLIC assets (selected constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in accordance connection with any such objection; provided, however, that Buyer, on one hand, and Seller, on the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days other hand, shall bear one-half of the delivery to the Buyer costs and expenses of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury RateItem Arbitrator. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained Notwithstanding anything in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, the Closing Item Arbitrator and procedures set forth herein shall be the sole method for resolving any disputes regarding the Final Closing Securities Payment or the provisions of this Section 2.4, provided that this Section 2.4 shall not affect the respective rights of Buyer or Seller under ARTICLE IX. Following the final determination of the Final Closing Securities Payment pursuant to this Section 2.4, if the Final Closing Securities Payment is greater than the Closing Securities Payment then Buyer shall pay to Seller the amount of the Final Adjustment Amount promptly (but in any event within five Business Days of the determination of the Final Closing Securities Payment) or if the Closing Securities Payment is greater than the Final Closing Securities Payment then Seller shall pay to Buyer the amount of the Final Adjustment Amount promptly (but in any event CGLIC within five Business Days of the determination of the Final Closing Securities Payment; provided, however, that if the Final Adjustment Amount is: (i) to be paid to Buyer, if Seller fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or timely pay the Final Statement Adjustment Amount to Buyer, then each Member shall promptly (but in any event within two Business Days following the date such payment was due from Seller) pay to Buyer such Member’s pro rata percentage as set forth in Schedule B of Net Settlement, the amount of the Final Adjustment Amount that is not timely paid by Seller or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either be paid to Seller, then after such payment is made to Seller, Seller shall immediately pay to the Estimated Statement of Net Settlement or Members the Final Statement Adjustment Amount in the proportions set forth on Schedule B hereto in immediately available funds by confirmed wire transfer to the bank account or accounts designated by each Member in writing to Seller at least three Business Days prior to payment of Net Settlement the Final Adjustment Amount (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement)provided that none of Buyer, the parties agree Company or TS Crude shall have any liability or obligation under this proviso or for any failure of Seller to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Datecomply herewith). (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) If the General Account Reinsurance Premium determined Net Adjustment Amount is less than $0.00, then the Closing Merger Consideration shall be adjusted downward by reference the amount of such difference, and Acquiror and the Member Representative shall deliver joint written notice to the Final Statement Escrow Agent to release to Acquiror first from the Purchase Price Escrow Fund and, if the Purchase Price Escrow Fund is insufficient to satisfy payment of Net Settlement exceeds such difference, from the General Account Reinsurance Premium determined by reference Indemnity Escrow Fund, an amount equal to the Estimated Statement of Net SettlementAdjustment Amount. (ii) If the Net Adjustment Amount is greater than $0.00, then Sellers (A) the Closing Merger Consideration shall transfer be adjusted upward by the amount of such excess and Acquiror shall pay to the Ceded Business Trust assets (selected Paying Agent, on behalf of the Selling Equityholders in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal proportion to their respective Percentages such excess by bank wire transfer of immediately available funds to the accounts set forth in the Closing Certificate within five fifteen (515) Business Days of the delivery determination of the Final Statement of Net Settlement, plus interest on such amount from Adjustment Amount and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (iiB) the General Account Reinsurance Premium determined by reference pursuant to the Final Statement of Net Settlement is less than Escrow Agreement, Acquiror and the General Account Reinsurance Premium determined by reference Member Representative shall deliver joint written notice to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from Escrow Agent to release the Ceded Business Trust, as determined Purchase Price Escrow Fund to the Paying Agent to deliver to the Selling Equityholders in accordance with such Selling Equityholders' Percentages. (iii) If the Coinsurance Net Adjustment Amount is $0.00, then (A) no payment shall be made with respect thereto by any party to this Agreement and (B) pursuant to the Ceded Business Trust Escrow Agreement, . Acquiror and the Member Representative shall return deliver joint written notice to CGLIC assets (selected the Escrow Agent to release the Purchase Price Escrow Fund to the Paying Agent to deliver to the Selling Equityholders in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beSelling Equityholders' Percentages. (biv) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred All payments made pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d1.9(c) shall be applicabletreated as adjustments to the Closing Merger Consideration for tax purposes, except as otherwise required by applicable Law, and such agreed treatment shall govern for purposes of this Agreement.

Post-Closing Adjustment. (a) In The Purchase Price shall be subject to adjustment after the event that Closing as follows: (i) Within thirty (30) days after the General Account Reinsurance Premium determined by reference Closing Date, the Buyer shall prepare and deliver to the Final Statement of Net Settlement exceeds Seller a statement (the General Account Reinsurance Premium determined "Working Capital Statement") prepared by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to Buyer's independent auditors showing the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days amount of the delivery Seller's Working Capital (the "Working Capital Amount") as of the Final Statement close of Net Settlement, plus interest business on such amount from and including the Closing Date up to but not including Date. If the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement Working Capital Amount is less than the General Account Reinsurance Premium determined by reference Working Capital Requirement, the Purchase Price shall be decreased through a reduction in the portion of the Purchase Price payable at the Closing pursuant to 2(b)(i) above to the Estimated extent that the Working Capital Amount is less than the Working Capital Requirement. Conversely, if the Working Capital Amount is greater than the Working Capital Requirement, the Purchase Price shall be increased by an increase in the portion of the Purchase Price payable at the Closing pursuant to 2(b)(i) above to the extent that the Working Capital Amount is greater than the Working Capital Requirement. The Working Capital Amount shall be subject to verification of the value of assets included in the Working Capital Statement of Net Settlement(e.g., then CIGNA Lifeinventory, directly equipment and spare parts shall be reduced for damage or from obsolescence, and accounts receivable shall be reduced for bad debts). The Buyer shall pay to the Ceded Business TrustSeller any such increase in the Purchase Price, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, Seller shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery repay to the Buyer any such decrease in the Purchase Price, within five business days following the determination of the Final Statement amount of Net Settlement, plus interest on such amount from and including the Closing Date up adjustment pursuant to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may bethis 2(g). (bii) On The Seller shall assist the Closing Date all Separate Account Assets as of such date shall be retained Buyer and its independent auditors in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, preparation of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate)Working Capital Statement, including data (and the omission of data) relating to Buyer shall provide the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.Seller

Post-Closing Adjustment. (a) In the event that (i) Before 5:00 p.m., Eastern Time, on the General Account Reinsurance Premium determined by reference sixtieth (60th) calendar day after the Effective Time, the Buyer shall prepare and deliver to the Final Company Equityholder Representative a statement setting forth the Buyer’s calculation of the Closing Cash Consideration, including each component thereof (such amount, the “Preliminary Closing Cash Consideration” and such statement, the “Preliminary Closing Cash Consideration Statement”) in a manner consistent with the methodology and format set forth in the Illustrative Closing Cash Consideration Statement. If the Buyer does not deliver the Preliminary Closing Cash Consideration Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementCompany Equityholder Representative by 5:00 p.m., Eastern time, on the sixtieth (60th) calendar day after the Effective Time, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium Cash Consideration shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date deemed for all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision purposes of this Agreement to be the contrary“Final Closing Cash Consideration,” the Estimated Closing Cash Consideration Statement shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration Statement” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. (ii) If the Company Equityholder Representative agrees in writing to Buyer’s calculation of the Closing Cash Consideration, as proposed in Buyer’s Preliminary Closing Cash Consideration Statement, then such Preliminary Closing Cash Consideration shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration,” such Preliminary Closing Cash Consideration Statement shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration Statement” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. (iii) If the Company Equityholder Representative disputes the Preliminary Closing Cash Consideration as shown on Buyer’s Preliminary Closing Cash Consideration Statement, then the Company Equityholder Representative shall deliver to the Buyer within thirty (30) days after receipt of the Preliminary Closing Cash Consideration Statement a statement setting forth the Company Equityholder Representative’s calculation of the Closing Cash Consideration, including each component thereof (an “Objection Statement”). The Buyer and the Company Equityholder Representative shall seek in good faith to resolve such differences regarding the determination of the Closing Cash Consideration for a period of thirty (30) days after the Buyer’s receipt of the Objection Statement from the Company Equityholder Representative. (A) If the Buyer and the Company Equityholder Representative reach a final resolution on the Closing Cash Consideration within thirty (30) days after the Buyer’s receipt of the Objection Statement given by the Company Equityholder Representative (or within any additional period as mutually agreed to between the Buyer and the Company Equityholder Representative), then the Closing Cash Consideration agreed upon by the Buyer and the Company Equityholder Representative shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration,” the corresponding statement calculating such Closing Cash Consideration shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration Statement” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. (B) If the Buyer and the Company Equityholder Representative do not reach a final resolution on the Closing Cash Consideration within thirty (30) days after the Buyer’s receipt of the Objection Statement (or within any additional period as mutually agreed to between the Buyer and the Company Equityholder Representative), then the Buyer and the Company Equityholder Representative shall be entitled to engage PricewaterhouseCoopers or another nationally recognized auditing firm mutually agreeable to the Buyer and the Company Equityholder Representative (the “Neutral Accountant”) to determine, in the event CGLIC (i) fails manner provided below, the Closing Cash Consideration, pursuant to transfer an engagement agreement executed by the Company Equityholder Representative, the Buyer and the Neutral Accountant. The Company Equityholder Representative and the Buyer shall each be entitled to CIGNA Life or make a presentation to the Ceded Neutral Accountant, pursuant to procedures to be agreed to in good faith among the Company Equityholder Representative, the Buyer and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding each of their respective calculations of the Closing Cash Consideration; and the Company Equityholder Representative and the Buyer shall instruct the Neutral Accountant to resolve such differences and determine the Closing Cash Consideration within twenty (20) Business Trust, as Days after the case may be, an asset reflected on either completion of such presentations to the Estimated Statement of Net Settlement Neutral Accountant. Absent fraud or the Final Statement of Net Settlementmanifest error, or contravention with clause (iiC) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either below, the Estimated Statement Neutral Accountant’s determination of Net Settlement or the Final Statement Closing Cash Consideration hereunder shall for all purposes of Net Settlement (and which was not this Agreement be deemed to be transferred pursuant the “Final Closing Cash Consideration,” the statement setting forth the Neutral Accountant’s calculation thereof shall for all purposes of this Agreement be deemed to be the “Final Closing Cash Consideration Statement” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. (C) The Neutral Accountant shall not be authorized or permitted to: (1) determine any Ancillary Agreement), questions or matters whatsoever under or in connection with this Agreement except for the parties agree to correct such error by effectuating a transfer or return, as resolution of differences between the case may be, of Company Equityholder Representative and the assets in question (or cash equal to Buyer regarding the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary determination of the Closing DateCash Consideration in accordance with this Section 2.6; (2) resolve any such differences by making an adjustment to the Closing Cash Consideration or any component thereof that is outside of the range defined by amounts as finally proposed by the Buyer in the Preliminary Closing Cash Consideration or the Company Equityholder Representative in the Objection Statement; or (3) apply any accounting principles, policies, methods, treatments or procedures other than those that are in accordance with GAAP (applied on a basis consistent with the preparation of the Company Financial Statements) and consistent with the methodology and format set forth in the Illustrative Closing Cash Consideration Statement. In determining the Closing Cash Consideration hereunder, the Neutral Accountant shall act as an expert and not as arbitrator. (iD) In The fees and expenses of the event that Neutral Accountant will be paid by the Company Equityholders (A) there are inaccuracies or omissions in out of the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rateEscrow Fund), including data (on the one hand, and by the omission of data) relating Buyer, on the other hand, according to the inventory of policies in force, degree to which the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation positions of the Insurance-Related Liabilities resulting from reasonable judgments respective parties are not accepted by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableNeutral Accountant.

Post-Closing Adjustment. The Preliminary U.S. Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) In Within forty-five (45) days after the event that Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Adjustment Statement”) calculating the Designated Intercompany Accounts Amount as of the date immediately prior to the Closing Date (the “Closing Designated Intercompany Accounts Amount”), the Indebtedness of the Company as of the Closing Date (the “Closing Indebtedness”) and the unpaid Company Transaction Expenses as of the Closing Date (the “Closing Unpaid Company Transaction Expenses” and collectively with the Closing Designated Intercompany Accounts Amount and the Closing Indebtedness, the “Adjustment Components”). (b) If Seller in good faith disputes any Adjustment Component as shown on the Closing Adjustment Statement prepared by Buyer, Seller shall deliver to Buyer within thirty (30) days after receipt of the Closing Adjustment Statement a statement (the “Dispute Notice”) setting forth Seller’s calculation of such Adjustment Component and describing in reasonable detail the basis for the determination of such different Adjustment Component. The Parties shall use commercially reasonable efforts to resolve such differences regarding the determination of such Adjustment Component for a period of thirty (30) days after Buyer’s receipt of the Dispute Notice. If Seller and Buyer resolve such differences, the Adjustment Component agreed to by the Parties shall be deemed to be the “Final Closing Designated Intercompany Accounts Amount,” “Final Closing Indebtedness” or “Final Closing Unpaid Company Transaction Expenses,” as applicable, and the Closing Adjustment Statement agreed to by the Parties shall be deemed to be the “Final Closing Adjustment Statement.” (c) If Seller and Buyer do not reach a final resolution on any Adjustment Component within thirty (30) days after Buyer’s receipt of the Dispute Notice, unless Seller and Buyer mutually agree to continue their efforts to resolve such differences, KPMG International or another “Big 4” accounting firm mutually agreed upon by Buyer and Seller (the “Neutral Accountant”) shall resolve such differences, pursuant to an engagement agreement executed by Seller and Buyer and the Neutral Accountant, in the manner provided below. The Parties shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Seller, Buyer and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s calculation of such Adjustment Component; and the Neutral Accountant shall be required to resolve the differences between Seller and Buyer and determine such Adjustment Component within twenty (20) Business Days after the completion of such presentations to the Neutral Accountant. The Closing Designated Intercompany Accounts Amount, Closing Indebtedness or Closing Unpaid Company Transaction Expenses, as applicable, determined by the Neutral Accountant shall be deemed to be the Final Closing Designated Intercompany Accounts Amount, Final Closing Indebtedness or Final Closing Unpaid Transaction Expenses, as applicable, and the Closing Adjustment Statement, as adjusted by the Neutral Accountant to reflect such determination, shall be deemed to be the Final Closing Adjustment Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error. (d) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the General Account Reinsurance Premium determined by reference to resolution of differences between Seller and Buyer regarding the Final Statement determination of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected any Adjustment Component in accordance with Investment Asset Identification Protocolthis Section 1.7; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by Seller and Buyer; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in Section 1.7. (e) Seller and Buyer shall each pay one half of the fees and expenses of the Neutral Accountant; provided, that if the Neutral Accountant determines that one Party has adopted a position or positions with respect to the Closing Adjustment Statement that is frivolous or clearly without merit, the Neutral Accountant (i) may, in its discretion, assign a greater portion of any such fees and expenses to such Party and (ii) shall provide to the Parties a written explanation of its reasons for making such a determination and such determination shall be conclusive and binding on the Parties, absent fraud or manifest error. (f) The Parties agree that the procedure set forth in this Section 1.7 for resolving disputes with respect to any Adjustment Component shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit any Party from instituting litigation to enforce the ruling of the Neutral Accountant. (g) Failure of Seller to deliver a Dispute Notice within thirty (30) days after receiving the Closing Adjustment Statement shall constitute acceptance of each Adjustment Component set forth on the Closing Adjustment Statement, whereupon such Adjustment Component shall be deemed to be the Final Closing Designated Intercompany Accounts Amount, Final Closing Indebtedness or Final Closing Unpaid Company Transaction Expenses, as applicable, and the Closing Adjustment Statement shall be deemed to be the Final Closing Adjustment Statement. Delivery by Seller of a Dispute Notice shall constitute final and binding acceptance by Seller of all portions of the Closing Adjustment Statement other than those specifically identified in the Dispute Notice as being subject to a good faith dispute. (h) If the Final U.S. Purchase Price is less than the Preliminary U.S. Purchase Price by more than $25,000, then Seller shall pay to Buyer an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to such excess the difference between the Preliminary U.S. Purchase Price and the Final U.S. Purchase Price. If the Final U.S. Purchase Price is more than the Preliminary U.S. Purchase Price by more than $25,000, then Buyer shall pay to Seller an amount equal to the difference between the Final U.S. Purchase Price and the Preliminary U.S. Purchase Price. Any payment pursuant to this Section 1.7(h) shall be made in cash, by wire transfer of immediately available funds, into one or more accounts designated by Buyer or Seller, as the case may be, within five (5) Business Days of after the delivery of date on which the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium U.S. Purchase Price is determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateSection 1.7. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to After the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value Purchase Price is determined in accordance with the Statement Purchase and Sale Agreement, (a) if GRDA’s Estimated Purchase Price is less than thirty-six percent (36%) of Net Settlement Methods equal to such excess the Final Purchase Price, then GRDA shall pay Seller within five four (54) Business Days by wire transfer of immediately available funds, the delivery difference between thirty-six percent (36%) of the Final Statement of Net Settlement, Purchase Price and GRDA’s Estimated Purchase Price plus interest on such amount thereon at the Interest Rate from and including the Closing Date up to but not through and including the date of payment accrued at the 60such payment. If GRDA’s Estimated Purchase Price is greater than thirty-Day Treasury Rate, or six percent (ii36%) the General Account Reinsurance Premium determined by reference to of the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementPurchase Price, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, Seller shall return to CGLIC assets pay GRDA within six (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (56) Business Days by wire transfer of immediately available funds, the delivery to the Buyer difference between GRDA’s Estimated Purchase Price and thirty-six percent (36%) of the Final Statement of Net Settlement, Purchase Price plus interest on such amount thereon at the Interest Rate from and including the Closing Date up to but not through and including the date of payment accrued such payment. In each case, the recipient Party or Parties, as applicable, shall designate the account or accounts to which such payments are to be made at the 60-Day Treasury Rate. The foregoing shall apply least two (2) Business Days prior to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may bedate such payments are due. (b) On if OMPA’s Estimated Purchase Price is less than thirteen percent (13%) of the Final Purchase Price, then OMPA shall pay Seller within four (4) Business Days by wire transfer of immediately available funds, the difference between thirteen percent (13%) of the Final Purchase Price and OMPA’s Estimated Purchase Price plus interest thereon at the Interest Rate from the Closing Date all Separate Account Assets as through and including the date of such date payment. If OMPA’s Estimated Purchase Price is greater than thirteen percent (13%) of the Final Purchase Price, then Seller shall be retained in pay OMPA within six (6) Business Days by wire transfer of immediately available funds, the corresponding Modco Account. In difference between OMPA’s Estimated Purchase Price and thirteen percent (13%) of the event any Separate Account Assets are not retained in Final Purchase Price plus interest thereon at the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after Interest Rate from the Closing Date in respect through and including the date of such assets. (c) Notwithstanding any other provision of this Agreement to payment. In each case, the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life recipient Party or to the Ceded Business TrustParties, as applicable, shall designate the case may be, an asset reflected on either the Estimated Statement of Net Settlement account or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset accounts to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not such payments are to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question made at least two (or cash equal to the fair market value of such asset2) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy Business Days prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicabledate such payments are due.

Post-Closing Adjustment. (a) In As soon as practicable, but in no event later than 60 days after the event that Closing Date, Buyer shall deliver to Member Agent a consolidated balance sheet of the Company as of the Closing Date (the “Closing Date Balance Sheet”). Such balance sheet shall be accompanied by a schedule (the “Buyer Adjustment Schedule”) setting forth Buyer’s calculation of (i) the General Account Reinsurance Premium determined by reference to Working Capital Assets and the Final Statement Working Capital Liabilities, in each case as of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including (the date of payment accrued at the 60-Day Treasury Rate“Proposed Closing Date Working Capital Amount”), or and (ii) the General Account Reinsurance Premium determined amount by reference which the Purchase Price should be adjusted (A) upward to the Final Statement of Net Settlement extent that the Proposed Closing Date Working Capital Amount is greater than the Estimated Closing Date Working Capital Amount, and (B) downward to the extent that the Proposed Closing Date Working Capital Amount is less than the General Account Reinsurance Premium determined by reference Estimated Closing Date Working Capital Amount (such proposed upward or downward adjustment is hereinafter referred to as the “Proposed Final Adjustment Amount Due”). For the avoidance of doubt, for purposes of computing the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due, no cap or limitation on the upward or downward adjustment, if any, to the Estimated Statement Purchase Price in respect of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust AgreementProposed Final Adjustment Amount Due, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beapply. (b) On After receipt of the Buyer Adjustment Schedule, Member Agent may request, and Buyer will provide to Member Agent and its accountants and other representatives, upon reasonable notice, reasonable access during normal business hours to, or copies of, as Member Agent or such accountants and other representatives shall reasonably request, the information (including the books and records of the Surviving Company), data and work papers used in connection with the preparation of the Buyer Adjustment Schedule and to calculate the Proposed Final Adjustment Amount Due, and will make its and the Surviving Company’s personnel and accountants reasonably available to Member Agent and its accountants and other representatives to discuss any such information, data or work papers. Without limiting the generality of the foregoing, during the Dispute Period (as defined below), Buyer agrees to make available to Member Agent the services of the Chief Financial Officer and Controller of the Company as of the Effective Time (to the extent such persons are employees of the Surviving Company or Buyer during the Dispute Period) as requested by Member Agent to assist Member Agent with its evaluation and review of the Closing Date all Separate Account Assets as of such date Balance Sheet and Buyer Adjustment Schedule; provided, however, that neither the Chief Financial Officer nor the Controller shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets required to be transferred thereto promptly after discovery thereof, together devote more than 50% of his working hours each week to assisting Member Agent with any interest, dividends or other earnings after its evaluation and review of the Closing Date Balance Sheet and the Buyer Adjustment Schedule. Buyer agrees that such persons shall not in any way be deemed to have breached any fiduciary duty, duty of loyalty, or other duty owed to Buyer or the Surviving Company by so assisting Member Agent, and shall not have any liability to Buyer or the Surviving Company with respect of to such assetsassistance. (c) Notwithstanding any other provision of this Agreement Member Agent shall have 30 days from the date that Member Agent receives the deliveries contemplated in Section 1.11(a) (the “Dispute Period”) to the contrarynotify Buyer, in the event CGLIC writing, as to whether Member Agent (i) fails to transfer to CIGNA Life or to agrees with the Ceded Business Trust, as Buyer Adjustment Schedule and the case may be, Proposed Final Adjustment Amount Due (an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, “Approval Notice”) or (ii) erroneously transfers an Investment Asset disagrees with such calculations, identifying with reasonable detail the items with which Member Agent disagrees (a “Dispute Notice”). (d) If Member Agent fails to CIGNA Life deliver a Dispute Notice to Buyer during the Dispute Period, the Buyer Adjustment Schedule and the Proposed Final Adjustment Amount Due shall be deemed to be final and correct and shall be binding upon each of the parties hereto. (e) If Member Agent delivers a Dispute Notice to Buyer during the Dispute Period, Buyer and Member Agent shall, for a period of 20 days from the date the Dispute Notice is delivered to Buyer (the “Resolution Period”), use their respective good faith efforts to amicably resolve the items in dispute. Any items so resolved by them shall be deemed to be final and correct as so resolved and shall be binding upon each of the parties hereto. (f) If Buyer and Member Agent are unable to resolve all of the items in dispute during the Resolution Period, then either Member Agent or Buyer may refer the items remaining in dispute (the “Remaining Disputes”) to Deloitte & Touche LLP, 2▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Independent Accountants”). Such referral shall be made in writing to the Independent Accountants, copies of which was shall concurrently be delivered to the non-referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with copies of the deliveries contemplated in Section 1.11(a) and the Dispute Notice. The parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the Remaining Disputes. The parties hereto shall also, within ten days of the date the Remaining Disputes are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a “Position Statement”) describing in reasonable detail their respective positions on the Remaining Disputes (copies of which shall concurrently be delivered to the other party hereto). If any party fails to timely deliver its Position Statement to the Independent Accountants, the Independent Accountants shall resolve the Remaining Disputes solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all Remaining Disputes in a written determination to be delivered to each of the parties hereto within 30 days after such matter is referred to them. The decision of the Independent Accountants as to the Remaining Disputes shall be final and binding upon the parties hereto (except to correct manifest clerical or mathematical errors) and shall not reflected be subject to judicial review. The fees and disbursements of the Independent Accountants shall be apportioned between Buyer and the Company based on either the Estimated Statement total dollar value of Net Settlement or disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accountants as the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accountants. (g) Within five Business Days following the date on which the Final Statement of Net Settlement (and which was not to be transferred Adjustment Amount Due is finally determined pursuant to this Agreement or any Ancillary Agreement)(whether through failure of Member Agent to timely deliver a Dispute Notice, the parties agree to correct such error by effectuating a transfer or return, as the case may be, agreement of the assets in question (parties, or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice final determination of any such error shall be provided on or before Remaining Disputes by the second anniversary of the Closing Date.Independent Accountants): (i) In if the event that (A) there are inaccuracies or omissions Final Adjustment Amount Due results in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating an upward adjustment to the inventory Purchase Price, (x) Buyer shall deliver to (a) the Paying Agent by wire transfer of policies in forceimmediately available funds, the terms of such policies, the relevant information related an amount equal to the holders or annuitants product of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, (i) the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments Final Adjustment Amount Due multiplied by an actuary or other financial professional as (ii) 0.93 for distribution to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined Members in accordance with the Statement procedures set forth in Section 1.9(b) and pursuant to the allocations set forth in the Closing Date Capitalization Schedule and (b) the Escrow Agent by wire transfer of Net Settlement Methodsimmediately available funds, an amount equal to the product of (x) the Final Adjustment Amount Due multiplied by (y) 0.07, which shall be added to the General Indemnification Escrow, and (y) the parties shall instruct the Escrow Agent to promptly disburse the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement to the Paying Agent for distribution to the Members in accordance with the procedures set forth in Section 1.9(b). (ii) if the Final Adjustment Amount Due results in a downward adjustment to the Purchase Price, the parties shall instruct the Escrow Agent to promptly disburse from the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement (x) to Buyer, an amount equal to the Final Adjustment Amount Due and (y) to the Paying Agent for distribution to the Members in accordance with the procedures set forth in Section 1.9(b), the remaining amounts (if any) of the Transferred Investment Assets, and Post-Closing Adjustment Escrow. (Ch) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements For purposes of this Section 2.11(d) shall be applicable.1.11, the following defined terms have the following meanings:

Post-Closing Adjustment. (a) In No later than the event that (i) 60th day following the General Account Reinsurance Premium determined by reference Closing Date, Parent will cause to be prepared and delivered to the Final Statement Stockholder Representative a statement setting forth its calculation of Net Settlement exceeds the General Account Reinsurance Premium determined by reference Closing Working Capital, which statement shall contain a consolidated balance sheet of the Company as of the Closing Date (without giving effect to the Estimated transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Parent that the Closing Working Capital Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined was prepared in accordance with the Agreed Accounting Principles. The Closing Working Capital Statement shall also set forth the variance, if any, between the Estimated Cash Balance and the actual amount of Net Settlement Methods the cash and cash equivalents at the Closing Time (the “Actual Cash Balance”), and the variance, if any, between the Estimated Closing Date Indebtedness and the actual Closing Date Indebtedness as of the Closing Time (the “Actual Closing Date Indebtedness”). The post-closing adjustment shall be an amount equal to such excess the Closing Working Capital minus the Estimated Closing Working Capital, reduced by any negative difference between the Actual Cash Balance and the Estimated Cash Balance and any positive difference between Actual Closing Date Indebtedness and Estimated Closing Date Indebtedness, and increased by any positive difference between the Actual Cash Balance and the Estimated Cash Balance and any negative difference between Actual Closing Date Indebtedness and Estimated Closing Date Indebtedness (the “Post-Closing Adjustment”), as adjusted pursuant to Section 2.14(c)(iii), if applicable. (i) If the Post-Closing Adjustment is a negative number, the Stockholder Representative and Parent shall within five three (53) Business Days of the delivery final determination of the Final Statement Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) below) issue joint written instructions directing the Escrow Agent to pay to Parent an amount equal to such excess (without deduction) out of Net Settlement, plus interest on such amount from and including the Closing Date up Escrow Account by wire transfer of immediately available funds to but not including the date of payment accrued at the 60-Day Treasury Rate, or account specified by Parent. (ii) If the General Account Reinsurance Premium determined by reference Post-Closing Adjustment is a positive number, Parent will pay to the Final Statement Paying Agent, on behalf of Net Settlement is less the holders of Outstanding Common Shares (other than the General Account Reinsurance Premium determined Dissenting Shares), an amount equal to (A) such excess (without deduction) multiplied by reference (B) a fraction, (I) the numerator of which is the Outstanding Common Shares minus the total number of Outstanding Common Shares that are Dissenting Shares and (II) the denominator of which is the Outstanding Common Shares. Any amount payable by Parent to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return Paying Agent pursuant to CGLIC assets this Section 2.14(b)(ii) will be paid within three (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (53) Business Days of the delivery final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) below) by wire transfer of immediately available funds to an account specified by the Paying Agent. The Paying Agent shall distribute to each holder of Outstanding Common Shares who has surrendered before such payment date his, her or its Certificate(s) and duly executed letter of transmittal (and to each holder of In-the-Money Options), such holder’s pro rata share of any payments pursuant to this Section 2.14(b)(ii) (based on the number of Outstanding Common Shares held by such holder (or underlying such holder’s In-the-Money Options) in relation to all Outstanding Common Shares). If and to the Buyer extent there are holders of Outstanding Common Shares who have not yet surrendered their Certificates, the Paying Agent shall distribute the remainder of the Final Statement of Net Settlement, plus interest on such amount from and including payment(s) pursuant to Section 2.9. Notwithstanding the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contraryforegoing, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred any payments pursuant to this Agreement or any Ancillary Agreement), the parties agree Section 2.14(b)(ii) are deemed to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal be compensation income to the fair market value of recipient thereof, Parent and the Surviving Corporation shall use their best efforts to ensure that such asset) promptly upon receipt of a written notice from payments are properly processed through the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateSurviving Corporation’s payroll system. (iiii) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating Any payments made pursuant to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d2.14(b) shall be applicabletreated as an adjustment to the Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.

Post-Closing Adjustment. (a) In Subsequent to the event that Closing and subject to this Section 2.6, the Estimated Initial Purchase Price shall be: (i) increased by the General Account Reinsurance Premium determined amount (if any) by reference to which the Final Statement of Net Settlement Closing Cash exceeds the General Account Reinsurance Premium determined Estimated Closing Cash or decreased by reference to the amount (if any) by which the Estimated Statement of Net SettlementClosing Cash exceeds the Final Closing Cash; (ii) increased by the amount (if any) by which the Final Closing Working Capital exceeds the Estimated Closing Working Capital or decreased by the amount (if any) by which the Estimated Closing Working Capital exceeds the Final Closing Working Capital; (iii) increased by the amount (if any) by which Estimated Closing Indebtedness exceeds the Final Closing Indebtedness, then Sellers shall transfer to or decreased by the Ceded Business Trust assets amount (selected if any) by which Final Closing Indebtedness exceeds Estimated Closing Indebtedness; (iv) increased by the amount (if any) by which Estimated Unpaid Seller Transaction Expenses exceeds the Final Unpaid Seller Transaction Expenses, or decreased by the amount (if any) by which Final Unpaid Seller Transaction Expenses exceeds Estimated Unpaid Seller Transaction Expenses; and (v) increased by the amount (if any) by which the Final Funded Expense Amount exceeds the Estimated Funded Expense Amount or decreased by the amount (if any) by which the Estimated Funded Expense Amount exceeds the Final Funded Expense Amount. The Estimated Initial Purchase Price, as so increased or decreased in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreementthis Section 2.6(a), shall return to CGLIC assets (selected in accordance with be the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the “Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beInitial Purchase Price” hereunder. (b) On As soon as reasonably practicable, but not later than [***] days after the Closing Date, Buyer shall deliver to Sellers’ Representative a statement (the “Closing Date all Separate Account Assets Statement”), executed by an officer of Buyer, of Buyer’s calculation of Closing Cash, Working Capital as of such date shall be retained in the corresponding Modco Account. In close of business on the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereofClosing Date, together with any interest, dividends or other earnings after calculations of Indebtedness of the Company and the Subsidiaries that is outstanding immediately prior to the Closing and not repaid at the Closing, if any, Unpaid Seller Transaction Expenses, if any, Funded Expense Amount, if any, and the Final Initial Purchase Price and, in each case, the components thereof, accompanied by reasonable supporting detail and documentation. The Closing Date Statement shall be prepared in respect accordance with the requirements of such assetsthis Agreement, including Schedule II hereto, and on a basis consistent with the methodologies, policies, practices, classifications, judgments, estimation techniques, assumptions and principles used in the Financial Statements (to the extent not inconsistent with the requirements of this Agreement and Schedule II hereof, including the definitions herein). (c) Notwithstanding Buyer shall permit Sellers’ Representative and his Representatives (provided such representatives are subject to a duty of confidentiality and Sellers shall be responsible to Buyer for any other provision breaches of this Agreement such duty of confidentiality) reasonable access during normal business hours, upon reasonable notice and in a manner so as not to interfere with the normal business operations of Buyer or the Company, to books and records, and personnel of the Company and the Subsidiaries utilized in preparing the Closing Date Statement to permit Sellers’ Representative and his Representatives to review the Closing Date Statement. Sellers’ Representative and his Representatives shall have the right to review the work papers of Buyer, and those of Buyer’s accountants (subject to Sellers’ Representative and his Representatives entering into any customary undertaking required by Buyer’s accountants in connection therewith), underlying, or utilized in preparing, the Closing Date Statement and Buyer’s calculation of the Final Initial Purchase Price to the contrary, in extent reasonably necessary to verify the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (accuracy and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, fairness of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary presentation of the Closing DateDate Statement and Buyer’s calculation of the Final Initial Purchase Price in conformity with this Agreement. (id) In the event that Within thirty (A30) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation calendar days after his receipt of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to Closing Date Statement, Sellers’ Representative shall either inform Buyer in writing that the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy Closing Date Statement is *** Certain information on this page has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance been omitted and filed separately with the Statement of Net Settlement Methods) of the Transferred Investment Assets, Securities and (C) Buyer Exchange Commission. Confidential treatment has transmitted to Sellers a Notice of Demand (as defined below) been requested with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableomitted portions.

Post-Closing Adjustment. (a) In No later than the event that later of (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including 60th day following the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury RateDate, or (ii) the General Account Reinsurance Premium determined seventh (7th) Business Days after the delivery to Parent of the audited financial statements of the Company for 2015 accompanied by reference the audit opinion letter of Deloitte & Touche LLP thereon, the Parent will cause to be prepared and delivered to the Final Statement Member Representative a statement setting forth its calculation of Net Settlement is less than the General Account Reinsurance Premium determined by reference Closing Working Capital, which statement shall contain a consolidated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Parent that the Closing Working Capital Statement was prepared in accordance with the Agreed Accounting Principles. The Closing Working Capital Statement shall also set forth (A) the variance, if any, between the Estimated Statement Cash Balance and the actual amount of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as cash and cash equivalents at the Closing Time determined in accordance with the Coinsurance Agreement Agreed Accounting Principles (the “Actual Cash Balance”), (B) the variance, if any, between the Estimated Closing Date Indebtedness and the Ceded Business Trust Agreementactual Closing Date Indebtedness as of the Closing Time (the “Actual Closing Date Indebtedness”), shall return (C) the actual amount of the Merger Consideration recalculated based upon the actual Closing Working Capital, the Actual Cash Balance and the Actual Closing Date Indebtedness, and (D) the difference between the Merger Consideration paid at Closing and the actual amount of the Merger Consideration as finally determined (the “Post-Closing Adjustment”). If the amount of the Post-Closing Adjustment, as adjusted pursuant to CGLIC assets (selected Section 2.14(e), if applicable, results in accordance with an increase in the Investment Asset Identification Protocol) previously transferred by CGLIC Merger Consideration from that paid at Closing, Parent will pay to the Ceded Business Trust with Paying Agent, on behalf of the holders of the Company Units, an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to such shortfall the Post-Closing Adjustment (without deduction). Any amount payable by Parent to the Paying Agent pursuant to this Section 2.14(b) will be paid within five three (53) Business Days of the delivery final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) or (d) below) by wire transfer of immediately available funds to an account specified by the Paying Agent. The Paying Agent shall distribute to each Company Securityholder who has tendered before such payment date his, her or its completed and duly executed Letter of Transmittal, such holder’s share of both the Post-Closing Adjustment Escrow Amount and the the Post-Closing Adjustment deposited by Parent based upon such holder’s entitlement to Merger Consideration computed after the Post-Closing Adjustment. If and to the Buyer extent there are holders of Company Units who have not yet tendered their letters of transmittal, the Paying Agent shall distribute the remainder of the Final Statement payment(s) pursuant to Section 2.9. If the amount of Net Settlementthe Post-Closing Adjustment, plus interest on such amount as adjusted pursuant to Section 2.14(e), if applicable, results in a decrease in the Merger Consideration from that paid at Closing, the Member Representative and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing Parent shall apply provide written instructions to the Guaranteed Cost Reinsurance PremiumEscrow Agent within three (3) Business Days of the final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) or (d) below) instructing Escrow Agent to release to Parent from the Post-Closing Adjustment Escrow Amount an amount equal to the Post-Closing Adjustment and to release the remaining Post-Closing Adjustment Escrow Amount, provided that if any, to the Paying Agent for distribution to the Company Securityholders who have tendered before such payment date his, her or its completed and duly executed Letter of Transmittal based upon their entitlement to Merger Consideration after the Post-Closing Adjustment. If and to the extent there are holders of Company Units who have not yet tendered their letters of transmittal, the Paying Agent shall distribute the remainder of the payment(s) pursuant to Section 2.9. If the Post-Closing Adjustment exceeds the Post-Closing Adjustment Escrow Amount (the amount by which the Post-Closing Adjustment exceeds the Post-Closing Adjustment Escrow Amount is referred to hereinafter as the “Excess Amount”), (x) the Member Representative and Parent shall provide written instructions to the Escrow Agent instructing the Escrow Agent to release to Parent all of the funds in the Post-Closing Adjustment Escrow Amount and (y) the Company Securityholders shall pay, by bank wire transfer of immediately available funds to an account or accounts designated in writing by Parent, an amount equal to such Excess Amount with each Company Securityholder to pay an amount of such Excess Amount based upon their entitlement to Merger Consideration after the Post-Closing Adjustment. At Parent’s election and sole discretion, Parent may also recover all or any portion of the Excess Amount from the Indemnity Escrow Amount, in which case the Company Securityholders shall be obligated to promptly replenish the Indemnity Escrow Amount for any such portion. Any payments made pursuant to this Section 2.14(b) shall be treated as an adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust Merger Consideration by the trustee thereof to CGLICparties for Tax purposes, as the case may beunless otherwise required by Law. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within Within five (5) Business Days after the earlier to occur of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (iix) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary expiration of the Closing Date.Statement Review Period, if no Closing Statement Objection Notice is delivered by Seller to Buyer by such date, and (y) the final resolution of all disputes properly and timely asserted by Seller regarding the Closing Statement pursuant to Section 2.2(c) above: (i) In if the event Estimated Payment Adjustment is a positive number, then (1) Buyer shall pay to Seller the aggregate amount of the Estimated Payment Adjustment by wire transfer of immediately available funds to an account or accounts designated in advance by Seller and (2) Buyer and Seller shall direct the Escrow Agent in writing to disburse the Adjustment Escrow Amount to Seller by wire transfer of immediately available funds to an account or accounts designated in advance by Seller; (ii) if the Estimated Payment Adjustment is a negative number, then Buyer and Seller shall direct the Escrow Agent in writing to disburse (1) an amount equal to the Estimated Payment Adjustment from the Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer and (2) the remainder of the Adjustment Escrow Amount, if any, to Seller by wire transfer of immediately available funds to an account or accounts designated in advance by Seller, provided, that if the Adjustment Escrow Amount is insufficient to satisfy any Estimated Payment Adjustment due and owing to Buyer (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest ratean “Adjustment Shortfall”), including data then Seller shall pay to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer the Adjustment Shortfall; and (and iii) if the omission of data) relating Estimated Payment Adjustment is equal to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs Zero Dollars (or omissions of factual data inputs) (a “Data Input Inaccuracy”$0.00); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of no payment shall be due by either Buyer or Seller under this Section 2.11(d2.2(d) and Buyer and Seller shall be applicabledirect the Escrow Agent in writing to disburse the Adjustment Escrow Amount to Seller by wire transfer of immediately available funds to an account or accounts designated in advance by Seller.

Post-Closing Adjustment. (a) In Following the event that (i) the General Account Reinsurance Premium determined by reference Closing, Parent shall cause its accountants to prepare and deliver to the Final Statement Agent an audited reimbursement amount calculation schedule (the “Post-Closing Reimbursement Amount Calculation Schedule”), for the purpose of Net Settlement verifying the Reimbursement Amount paid to the Seller Group based on the Closing Reimbursement Amount Calculation Schedule prepared pursuant to Section 1.2(a)(v) above. If, upon acceptance by the Agent of the Post-Closing Reimbursement Amount Calculation Schedule (according to the procedures set forth in subparagraph (b) below), it is determined that the Reimbursement Amount calculated based on the amounts appearing on the Post-Closing Reimbursement Amount Calculation Schedule (the “Post-Closing Reimbursement Amount”) exceeds the General Account Reinsurance Premium determined by reference Reimbursement Amount actually paid to the Estimated Statement of Net SettlementSeller Group at Closing, then Sellers Parent shall transfer promptly make a cash payment to the Ceded Business Trust assets (selected Seller Group in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to the (positive) difference between the Post-Closing Reimbursement Amount and the Reimbursement Amount (such excess within five (5) Business Days difference, the “Post-Closing Adjustment Amount”). Notwithstanding the reference in the foregoing sentence to Parent, the obligation to make such payment of the delivery Post-Closing Adjustment Amount shall be the joint and several obligation of the Final Statement of Net SettlementBuyer Group. If, plus interest on such amount from and including the other hand, the Post-Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference Reimbursement Amount paid to the Final Statement of Net Settlement Seller Group at Closing is less smaller than the General Account Reinsurance Premium determined by reference Reimbursement Amount paid to the Estimated Statement of Net SettlementSeller Group at Closing, then CIGNA Life, directly or from Parent shall be entitled to reclaim the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred Post-Closing Adjustment Amount by CGLIC recourse to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery Escrow Account pursuant to the Buyer of procedures set forth in the Final Statement of Net SettlementEscrow Agreement; provided, plus interest on such amount from and including however that notwithstanding any provisions in the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply Escrow Agreement to the Guaranteed Cost Reinsurance Premiumcontrary, provided that any adjustment if the procedures set forth in subparagraph (b) below have been followed, the Agent shall not be entitled to further dispute the Guaranteed Cost Reinsurance Premium shall be transferred to Post-Closing Adjustment Amount under the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beEscrow Agreement. (b) On To the extent required to permit the Seller Group and its Representatives to review the Post-Closing Date Reimbursement Amount Calculation Schedule, each Buyer Group Entity will allow the Seller Group and its Representatives full and complete access at all Separate Account Assets reasonable times to all work papers, books and records and all additional information used in preparing the Post-Closing Reimbursement Amount Calculation Schedule, and each Buyer Group Entity will make its officers, employees and independent accountants reasonably available to discuss with the Seller Group and its Representatives such papers, books and records. If the Seller Group elects to dispute the Post-Closing Reimbursement Amount Calculation Schedule, then it shall so notify Parent within 15 days following delivery to the Agent of the Post-Closing Reimbursement Amount Calculation Schedule, and thereafter, Parent and the Agent shall negotiate in good faith to settle any such dispute. If, notwithstanding such good faith negotiation, Parent and the Agent fail to settle such dispute within 15 days, either Parent or the Agent may refer the dispute to such firm of independent certified public accountants as of such date the parties shall mutually select (the “Post-Closing Reimbursement Amount Calculation Auditor”). The Post-Closing Reimbursement Amount Calculation Auditor shall be retained in engaged jointly by the corresponding Modco Account. In Buyer Group and the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (Seller Group and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error its fees and expenses shall be provided on or before paid equally by the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (Buyer Group and the omission of data) relating to Seller Group. The Post-Closing Reimbursement Amount Calculation Auditor shall review the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies Post-Closing Reimbursement Amount Calculation Schedule and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the InsurancePost-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined Closing Adjustment Amount and shall determine any adjustments thereto in accordance with this Agreement, which determination shall be made and certified in writing to the Statement Buyer Group and the Seller Group as promptly as practicable but in any event not later than 30 days after its engagement. The determination of Net Settlement Methods) any Post-Closing Adjustment Amount, whether by acceptance by the Agent, negotiation, or determination of the Transferred Investment AssetsPost-Closing Reimbursement Amount Calculation Auditor, shall be final and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary binding upon all of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableparties hereto.

Post-Closing Adjustment. If (a) In the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement such excess, if any, exceeds the General Account Reinsurance Premium determined by reference to Net Working Capital Escrow Amount held in the Estimated Statement of Net SettlementEscrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the Ceded date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Trust assets Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (selected in accordance i.e., the remaining Net Working Capital Escrow Amount, if any, together with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days provisions of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Working Capital Escrow Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (I) the Purchaser Ownership Percentage multiplied by (II) (a) In the event that (i) the General Account Reinsurance Premium determined by reference Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing Statement. Any component of clause (II) set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser (and in no event the Company) shall pay in cash to Seller (or one or more Approved Recipients) an amount equal to the Final Statement of Net Settlement exceeds Post-Closing Adjustment. If the General Account Reinsurance Premium determined Post-Closing Adjustment is a negative amount, then Parent (or an Affiliate designated by reference Parent) shall pay in cash to Purchaser (and in no event the Company) an amount equal to the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” The “STT Adjustment” may be either a positive or negative amount, and shall be equal to (x) the Estimated Statement of Net SettlementSTT minus (y) the Final STT. If the STT Adjustment is a positive amount, then Sellers Purchaser (but in no event the Company) shall transfer pay in cash to Seller (or one or more Approved Recipients) an amount equal to the Ceded Business Trust assets STT Adjustment. If the STT Adjustment is a negative amount, then Parent (selected or an Affiliate designated by Parent) shall pay in accordance with Investment Asset Identification Protocolcash to Purchaser (but in no event the Company) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to the absolute value of the amount of the STT Adjustment. Any payment pursuant to this Section 2.7 with respect to the Post-Closing Adjustment shall be offset against any payment pursuant to this Section 2.7 with respect to the STT Adjustment, such excess that a single payment is made in respect of all amounts payable pursuant to this Section 2.7, which single payment shall be made by wire transfer of immediately available funds within ten (10) Business Days after the determination of the Final Closing Statement to an account designated in writing by the Party entitled to the payment within five (5) Business Days of after the delivery determination of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beStatement. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. Within sixty (60) days following ----------------------- the Closing, the actual Purchase Price Adjustment as of the Closing Date shall be determined by 4MC and 4MC shall provide to the Shareholders a written notice (the "Post Closing Adjustment Notice") setting forth the (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementDebt Amount, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at ClosingWorking Capital Shortfall, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contraryPayoff Differential, in the event CGLIC (id) fails to transfer to CIGNA Life or to the Ceded Business TrustPayoff Penalties, as the case may be(e) Overtime Adjustment, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (iif) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets481 Adjustment, and (Cg) Buyer has transmitted to Sellers a Notice of Demand (Medicare Tax, calculated as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, together with a letter from PricewaterhouseCoopers LLP ("Coopers") stating that the determination of the Purchase Price Adjustment has been fairly presented in all material respects and consistent with the terms of this Agreement. The Post Closing Adjustment Notice shall provide reasonable detail supporting the calculations made by 4MC in determining the Purchase Price Adjustment as of the Closing Date and shall be accompanied by a certificate of 4MC's chief accounting officer that, in the opinion of such officer, after examining the books and records of the Company and its Subsidiaries, the Post Closing Adjustment Notice represents fairly the Purchase Price Adjustment in all material respects. In the event the Shareholders dispute 4MC's determination of the Purchase Price Adjustment as of the Closing Date as set forth in the Post Closing Adjustment Notice, then the requirements parties shall negotiate in good faith for thirty (30) days to reach an agreement on the final determination of the Purchase Price Adjustment. If the parties are unable to reach an agreement within such thirty (30) day period, the parties then shall submit their dispute to binding arbitration with a national accounting firm other than Coopers (or any other accounting firm having a relationship with either party). If the Purchase Price Adjustment as finally determined exceeds the amount calculated pursuant to Section 2.2.3 above, then the Shareholders shall immediately return to 4MC cash in an amount equal to such excess. If the Purchase Price Adjustment as finally determined is less than the amount calculated pursuant to Section 2.2.3 above, then 4MC shall immediately pay in cash to the Shareholders an amount equal to the difference. The parties expressly acknowledge and agree that any amount payable pursuant to this Section 2.11(d) 2.2.4 shall not be applicablesubject to the provisions of Section 13.7.1 below.

Post-Closing Adjustment. Ninety (a90) In days after the event that Closing Date, the Estimated Purchase Price will become final and binding on the Parties unless Buyer delivers to Seller, or Seller delivers to Buyer, a statement (ieach, a “Post-Closing Statement”) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference setting forth in reasonable detail Buyer's objection to the Estimated Statement Purchase Price or Seller's revision of Net Settlementthe Estimated Purchase Price, then Sellers shall transfer as applicable, prior to the Ceded Business Trust assets expiration of such ninety (selected 90)-day period. At the request of a Party, the other Party and the Company will assist such Party and its representatives in all reasonable respects in preparing a Post-Closing Statement. Each Post-Closing Statement will be prepared in the same manner, and contain at least the same supporting detail, as the Estimated Statement in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value Section 2.3. If neither Party delivers a Post-Closing Statement within such ninety (90)-day period, then the Estimated Purchase Price will be the “Final Purchase Price” and there will be no further adjustment to the Estimated Purchase Price pursuant to this Article 2. If either Party timely delivers a Post-Closing Statement, then the “Final Purchase Price” will be determined in accordance with this Section 2.6. If Buyer delivers a Post-Closing Statement, such Post-Closing Statement is referred to herein as the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement“Buyer's Statement”; if Buyer does not deliver a Post-Closing Statement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement is referred to herein as the “Buyer's Statement.” If Seller delivers a Post-Closing Statement, such Post-Closing Statement is referred to herein as the “Seller's Statement”; if Seller does not deliver a Post-Closing Statement, the Estimated Statement is referred to herein as the “Seller's Statement.” (a) To the extent the valuation of Net Settlement, then CIGNA Life, directly or from any Purchase Price Component is the Ceded Business Trust, as determined same in accordance with both the Coinsurance Agreement Buyer's Statement and the Ceded Business Trust AgreementSeller's Statement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement such valuation of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium Purchase Price Component shall be transferred final and binding on the Parties. During the ten (10)-day period after timely delivery of a Post-Closing Statement, Seller and Buyer will attempt to resolve any differences between the Guaranteed Cost Business Trust by CGLIC or from Buyer's Statement and the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beSeller's Statement. (b) On If, at the Closing Date all Separate Account Assets as end of such date shall ten (10)-day period, Seller and Buyer have not reached agreement on all differences between the Buyer's Statement and the Seller's Statement, then either Seller or Buyer may demand in writing to the other that the items that remain in dispute be retained promptly submitted to KPMG LLP (or as otherwise agreed in writing) (the corresponding Modco Account“Purchase Price Mediator”) for review and resolution. In If the event Purchase Price Mediator cannot or refuses to serve, or KPMG LLP is not then a Qualified Mediator (as defined below), then the Purchase Price Mediator will be selected by lot from a list of two potential Purchase Price Mediators remaining after Seller nominates two, Buyer nominates two, and Seller and Buyer each eliminate one potential Purchase Price Mediator from the other's nominations. All Purchase Price Mediators nominated by Buyer or Seller will be nationally-recognized or other public accounting firms and will not have any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together past or present business relationship with any interest, dividends of the Parties or other earnings after the Closing Date in respect any of such assetstheir respective Affiliates (a “Qualified Mediator”). (c) Notwithstanding any other provision of this Agreement The Purchase Price Mediator will determine procedures and deadlines for such mediation, subject to the contraryterms hereof. The Purchase Price Mediator will render a decision resolving the Purchase Price Component(s) in dispute as soon as possible and, in the event CGLIC any event, within thirty (i30) fails to transfer to CIGNA Life or days after completion of submissions to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets Purchase Price Mediator. The Purchase Price Mediator will determine each Purchase Price Component in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined dispute in accordance with the Statement terms of Net Settlement Methods) this Agreement, solely based on this Agreement, the Buyer's Statement, the Seller's Statement, and such other written submissions requested by the Purchase Price Mediator (and not by independent review), and such determinations of the Transferred Investment AssetsPurchase Price Mediator shall be final and binding on the parties. The Purchase Price Mediator will not assign a value to any Purchase Price Component that is greater than the highest corresponding value set forth in the Buyer's Statement and the Seller's Statement or that is that is lower than the lowest corresponding value set forth in the Buyer's Statement and the Seller's Statement. Each Party will pay its own fees and expenses regarding such mediation, and (C) Seller and Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary will each pay half of the Closing Date, then fees and expenses of the requirements of this Section 2.11(d) shall be applicablePurchase Price Mediator.

Post-Closing Adjustment. (a) In Not later than the event that (i) third Business Day after the General Account Reinsurance Premium determined by reference to date on which the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementWorking Capital, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net SettlementClosing Cash Balance, plus interest on such the Final Company Debt and the Final Selling Expenses are finally determined pursuant to Section 2.3(d), Seller Representative and Buyer shall jointly determine the amount from and including by which the Closing Date up Consideration would have been adjusted (the “Adjusted Closing Date Consideration”) pursuant to but not including the date of payment accrued at the 60-Day Treasury Rate, or (iiSection 2.3(d) the General Account Reinsurance Premium determined by reference to had the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement Working Capital (and which was not to be transferred pursuant to this Agreement corresponding Final Working Capital Deficiency or any Ancillary AgreementFinal Working Capital Overage), the parties agree to correct such error by effectuating a transfer Final Closing Cash Balance, the Final Company Debt and the Final Selling Expenses been substituted for the Estimated Net Working Capital (and corresponding Working Capital Overage or returnWorking Capital Deficiency), the Estimated Closing Cash Balance, the Estimated Company Debt and the Estimated Selling Expenses as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateClosing. (i) In If the event that Adjusted Closing Date Consideration is greater than the Closing Date Consideration (A) there are inaccuracies or omissions in any such increase, the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate“Price Increase”), including data then, within two (and 2) Business Days from the omission of data) relating date on which the adjustment to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (Closing Date Consideration is determined in accordance with this Section 2.3(f), Buyer shall pay or cause to be paid to the Statement Paying Agent for further distribution (or if directed by Seller Representative, to the Beneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share), by wire transfer of Net Settlement Methodsimmediately available funds, an amount in cash equal to the Price Increase. Seller Representative and Buyer shall also deliver a joint written authorization to the Escrow Agent within two (2) Business Days from the date on which the adjustment to the Closing Date Consideration is determined in accordance with this Section 2.3(f), instructing the Escrow Agent to release the entire Working Capital Escrow Fund to the Paying Agent for further distribution (or if directed by Seller Representative, directly to the Beneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share), by wire transfer of immediately available funds, to the Transferred Investment Assetsaccount(s) designated in writing by Seller Representative to the Escrow Agent. (ii) If the Adjusted Closing Date Consideration is less than the Closing Date Consideration (such decrease, the “Price Decrease”), then Seller Representative and Buyer shall deliver a joint written authorization to the Escrow Agent within two (2) Business Days from the date on which the adjustment to the Closing Date Consideration is determined in accordance with this Section 2.3(f), instructing the Escrow Agent to release (A) an amount of cash equal to the Price Decrease from the Working Capital Escrow Fund to Buyer, by wire transfer of immediately available funds, to an account designated in writing by Buyer to the Escrow Agent, and (CB) Buyer has transmitted to Sellers a Notice the remaining amount of Demand (as defined below) with respect to such Data Input Inaccuracy prior cash in the Working Capital Escrow Fund, if any, to the second anniversary Paying Agent for further distribution (or if directed by Seller Representative, directly to the Beneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share), by wire transfer of immediately available funds, to the account(s) designated in writing by Seller Representative to the Escrow Agent. Notwithstanding any other term of this Agreement, the Working Capital Escrow Fund shall be Buyer’s sole source of recovery for any Price Decrease resulting from a Working Capital Deficiency, even if the Price Decrease is greater than the amount of the Closing DateWorking Capital Escrow Fund; provided, however, that in the event that the Price Decrease is greater than the amount of the Working Capital Escrow Fund, then Seller (or the requirements Beneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share) shall pay to Buyer by wire transfer of immediately available funds, to an account designated in writing by Buyer to Seller Representative, the portion of such excess Price Decrease that is attributable to changes in the amount of Closing Cash Balance, Company Debt and Selling Expenses. (iii) If the Adjusted Closing Date Consideration is equal to the Closing Date Consideration, then no adjustment shall be made to the consideration payable hereunder pursuant to this Section 2.11(d2.3(f), and Seller Representative and Buyer shall deliver a joint written authorization to the Escrow Agent within two (2) shall be applicableBusiness Days from the date on which the adjustment to the Closing Date Consideration is determined in accordance with this Section 2.3(f), instructing the Escrow Agent to release the entire Working Capital Escrow Fund to the Paying Agent for further distribution (or if directed by Seller Representative, directly to the Beneficial Owners in accordance with each such Beneficial Owner’s Pro Rata Share), by wire transfer of immediately available funds, to the account(s) designated in writing by Seller Representative to the Escrow Agent.

Post-Closing Adjustment. (a) Within ninety (90) calendar days following the Closing Date, Deloitte & Touche, LLP ("Deloitte") shall prepare and deliver to the Company, Acquisition and the Holder Representative (i) the Final Balance Sheet, and (ii) a calculation of the Net Assets of the Company and its Subsidiary as set forth on the Final Balance Sheet (the "FINAL NET ASSETS"). The Final Balance Sheet shall be audited, prepared in accordance with GAAP consistent with the preparation of the historical consolidated financial statements of the Company and accompanied by an unqualified audit opinion. During the preparation of the Final Balance Sheet by Deloitte, Holder Representative and each of the Principal Holders shall cooperate fully with Deloitte, in each case to the extent required by Deloitte in order to prepare the Final Balance Sheet and render the audit opinion. Such Final Balance Sheet shall be binding with respect to the Post- Closing Adjustment on all parties to this Agreement. (b) The Final Net Assets shall be increased (or reduced) dollar- for-dollar to the extent that the Final Deferred Income Tax Liability is less than (or exceeds) the Closing Deferred Income Tax Liability. (c) Within fifteen (15) calendar days of delivery of the Final Balance Sheet by Deloitte to the Company, Holder Representative and Acquisition, the following adjustments shall be made: (i) if the Post-Closing Adjustment (as defined below) is a negative number, the Surviving Corporation and Holder Representative shall instruct the Escrow Agent to return a portion of the Escrow Deposit equal to the Post Closing Adjustment to the Surviving Corporation (including any interest accrued thereon) with any remaining amount paid to Holder Representative for the ratable benefit of Holders and (ii) if the Post- Closing Adjustment is a positive number, the Surviving Corporation and Holder Representative shall instruct the Escrow Agent to return all of the Escrow deposit to Holder Representative for the ratable benefit of the Holders (including any interest accrued thereon) with any remaining amount to be paid by the Surviving Corporation. The "POST-CLOSING ADJUSTMENT" shall be computed by subtracting the Closing Date Net Assets from the Final Net Assets (as adjusted pursuant to SUBSECTION 2.5.2(d)). If such amount due exceeds the Escrow Deposit, the Surviving Corporation shall pay such excess to Holder Representative for the ratable benefit of Holders. (d) In the event that (i) any taxing authority, court, or other governmental or regulatory authority determines that the General Account Reinsurance Premium determined by reference deferred income tax liability of the Company related to the cash to accrual conversion as of December 31, 1996 is greater than the Final Statement of Net Settlement exceeds Deferred Income Tax Liability, Surviving Corporation and Holder Representative shall instruct the General Account Reinsurance Premium determined by reference Escrow Agent to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days return a portion of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash Escrow Deposit equal to the fair market value of difference between such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Dateamounts to Surviving Corporation. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In Promptly after the event that (i) delivery of the General Account Reinsurance Premium determined Closing Statement and the determination of Closing Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash becomes final and binding on the parties under Section 2.04 above, the Cash Consideration shall be recalculated by reference giving effect to the final and binding Closing Working Capital, Closing Indebtedness, Transaction Expenses, Closing Cash, and the Aggregate Warrant Exercise Price (as recalculated, the “Final Statement of Net Settlement exceeds Cash Consideration”). If the General Account Reinsurance Premium determined by reference to Final Cash Consideration is greater than the Estimated Statement of Net SettlementCash Consideration, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days following the Determination Date, (a) Purchaser will pay to Sellers (by wire transfer of immediately available funds to the delivery of account(s) and in the Final Statement of Net Settlement, plus interest on such amounts designated by the Sellers’ Representative) an aggregate amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference equal to the Final Statement Cash Consideration minus the Estimated Cash Consideration and (b) Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to make payment to Sellers from the Purchase Price Adjustment Escrow Account the full Purchase Price Adjustment Escrow Amount (by wire transfers of Net Settlement immediately available funds to the accounts and in the amounts designated by the Sellers’ Representative). If the Final Cash Consideration is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementCash Consideration, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days following the Determination Date, Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to (x) pay to Purchaser from the Purchase Price Adjustment Escrow Amount, an amount equal to the Estimated Cash Consideration minus the Final Cash Consideration, and (y) distribute the remaining balance of the delivery Purchase Price Adjustment Escrow Amount, if any, to Sellers (by wire transfers of immediately available funds to the Buyer of accounts and in the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust amounts designated by the trustee thereof to CGLICSellers’ Representative). For the avoidance of doubt, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails Sellers shall have no liability pursuant to transfer to CIGNA Life or to this Section 2.05 in excess of the Ceded Business TrustPurchase Price Adjustment Escrow Amount, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or and (ii) erroneously transfers an Investment Asset neither Parent, Purchaser nor any of the Companies shall have any responsibility or Liability to CIGNA Life which was not reflected on either any Seller with respect to the Estimated Statement allocation of Net Settlement or any amounts by the Final Statement of Net Settlement (and which was not to be transferred Sellers’ Representative pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateSection 2.05. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In As promptly as practicable after the Closing, but in any event that within seventy-five (75) days after the Closing Date, Purchaser will prepare and deliver to Seller Parent a statement (the “Post-Closing Statement”) setting forth Purchaser’s calculation of (i) Net Working Capital, (ii)(A) the General Account Reinsurance Premium determined amount (if any) by reference to which Net Working Capital is greater than Target Net Working Capital (the Final Statement of “Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, Working Capital Surplus” or (iiB) the General Account Reinsurance Premium determined amount (if any) by reference to the Final Statement of which Net Settlement Working Capital is less than Target Net Working Capital (the General Account Reinsurance Premium determined “Net Working Capital Deficiency”) (such amount in subsections (ii)(A) or (ii)(B), the “NWC Adjustment”), (iii)(A) the amount (if any) by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days which Indebtedness of the delivery to Acquired Companies at Closing is greater than Estimated Indebtedness or (B) the Buyer amount (if any) by which Indebtedness of the Final Statement of Net SettlementAcquired Companies at Closing is less than Estimated Indebtedness (such amount in subsections (iii)(A) or (iii)(B), plus interest the “Indebtedness Adjustment”), (iv)(A) the amount (if any) by which Cash held by the Acquired Companies at Closing is greater than Estimated Cash or (B) the amount (if any) by which Cash held by the Acquired Companies at Closing is less than Estimated Cash (such amount in subsections (iv)(A) or (iv)(B), the “Cash Adjustment”) and (v) based on such amount from and including the Closing Date up to but not including the date calculations, Purchaser’s calculation of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred Estimated Closing Payment to arrive at the Guaranteed Cost Business Trust by CGLIC or from Final Closing Payment (the Guaranteed Cost Business Trust by “Post-Closing Adjustment”) and the trustee thereof to CGLIC, as the case may bePurchase Price. (b) On Seller Parent may, within thirty (30) days after delivery of the Post-Closing Date Statement (the “Seller Notice Period”), deliver a notice to Purchaser (i) disagreeing with the calculations in the Post-Closing Statement and setting forth Seller Parent’s calculation of the Net Working Capital, the NWC Adjustment, the Indebtedness Adjustment, the Cash Adjustment, the Purchase Price and any Post-Closing Adjustment or (ii) describing the failure of Purchaser to comply with its obligations under Section 1.3(a) which has resulted in Seller Parent’s inability to determine its agreement or disagreement with the Post-Closing Statement (each such notice in (i) or (ii), a “Notice of Disagreement”). If Seller Parent does not deliver a Notice of Disagreement within the Seller Notice Period, then Seller Parent will be deemed to have agreed to the Post-Closing Statement and the computation of the Purchase Price and Post-Closing Adjustment set forth therein will be final, conclusive and binding on the parties for all Separate Account Assets as purposes hereunder. If Seller Parent delivers a Notice of such date Disagreement within the Seller Notice Period, Seller Parent shall be retained deemed to have agreed with all amounts and items contained or reflected in the corresponding Modco Account. In Post-Closing Statement to the event any Separate Account Assets extent such amounts or items are not retained disputed in the appropriate Modco Account at ClosingNotice of Disagreement and all such undisputed amounts will be final, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after conclusive and binding on the Closing Date in respect parties for purposes of such assetsthis Section 1.3. (c) Notwithstanding any other provision If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, Purchaser and Seller Parent, during the thirty (30) days following such delivery, will use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the final Purchase Price and Post-Closing Adjustment. If the parties so resolve all disputes, the computation of the Purchase Price and Post-Closing Adjustment agreed upon by the parties will be final, conclusive and binding on the parties for purposes of this Agreement Section 1.3. (d) If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, and Purchaser and Seller Parent are unable to reach an agreement on the contrary, disputed items or amounts within the thirty (30)-day period described in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary AgreementSection 1.3(c), the parties agree will engage an independent accountant to correct be agreed upon by Purchaser and Seller Parent (the “Independent Accountant”), to review this Agreement and the disputed items or amounts for the purpose of calculating the final Purchase Price and Post-Closing Adjustment (it being understood that, in making such error calculation, the Independent Accountant will function as an expert and not as an arbitrator). In making its calculation of the final Purchase Price and Post-Closing Adjustment, the Independent Accountant (A) will apply the accounting and related standards contemplated by effectuating the definitions in this Agreement, including the definitions of “Net Working Capital,” “NWC Adjustment”, “Indebtedness Adjustment” and “Cash Adjustment,” (B) will consider only those items or amounts in the Post-Closing Statement as to which Seller Parent identifies in the Notice of Disagreement and any amounts that are directly impacted thereby and (C) will not assign a transfer value to any item in dispute greater than the greatest value for such item assigned by Purchaser or returnSeller Parent or less than the smallest value for such item assigned by Purchaser or Seller Parent. The Independent Accountant will deliver to Purchaser and Seller Parent, as promptly as practicable (but in any event within forty-five (45) days after the case may be, date of engagement of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of Independent Accountant), a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary report setting forth its calculation of the final Purchase Price and Post-Closing Date. Adjustment. The Independent Accountant’s calculation of the final Purchase Price and Post-Closing Adjustment will be final, conclusive and binding on the parties for all purposes hereunder. The fees, costs, and expenses of the Independent Accountant’s review and report will be allocated to and borne (i) In by Purchaser if the event that (A) there are inaccuracies or omissions in difference between the factual data inputs utilized in the calculation of InsuranceFinal Post-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (Closing Adjustment and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the InsurancePost-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error Closing Adjustment set forth in the aggregate InsurancePost-Related Liabilities reflected on Closing Statement is greater than the difference between the Final Statement Post-Closing Adjustment and the calculation of Net Settlement or the Post-Closing Adjustment set forth in the aggregate statutory carrying value Notice of Disagreement, (ii) by Seller Parent if the first such difference is less than the second such difference and (iii) otherwise equally by Purchaser and Seller Parent. (e) The Final Closing Payment determined in accordance with the Statement of Net Settlement MethodsSection 1.3(b), (c) of the Transferred Investment Assets, and (Cd) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Dateshall be final, then the requirements conclusive and binding for purposes of this Section 2.11(d1.3. The Post-Closing Adjustment determined in accordance with Section 1.3(b), (c) and (d) (the “Final Post-Closing Adjustment”) shall be applicablefinal, conclusive and binding for purposes of this Section 1.3. (f) If the Final Closing Payment is greater than the Estimated Closing Payment, Purchaser will promptly, and in no event later than three (3) Business Days after determination of the Final Closing Payment and the Final Post-Closing Adjustment in accordance with this Section 1.3, pay to Seller Parent (or such Seller Parent Subsidiaries designated by Seller Parent) an amount equal to the Final Post-Closing Adjustment, by wire transfer of immediately available funds to the Seller Accounts. (g) If the Final Closing Payment is less than the Estimated Closing Payment, Seller Parent will promptly, and in no event later than three (3) Business Days after determination of the Final Closing Payment and the Final Post-Closing Adjustment in accordance with this Section 1.3, pay (or cause to be paid) to Purchaser an amount equal to the Final Post-Closing Adjustment, by wire transfer of immediately available funds to an account specified by Purchaser.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at After Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date.: (i) In if the event that Final Adjustment Amount is positive, then, within five Business Days following the determination of the Final Adjustment Amount in accordance with Section 2.06, (A) there are inaccuracies Parent shall deliver the Post-Closing Adjustment Increase Amount, by wire transfer of immediately available funds, to an account or omissions in accounts designated by the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate)Payments Administrator, including data (and the omission of data) relating for distribution to the inventory of policies Stockholders in forceaccordance with each Stockholder’s Common Pre-Contribution Proportionate Share, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in Parent and the Stockholder Representative shall deliver a demonstrable error joint instruction to the Escrow Agent to distribute the remaining Adjustment Escrow Amount on deposit in the aggregate Insurance-Related Liabilities reflected on Escrow Account, by wire transfer of immediately available funds, to an account or accounts designated by the Final Statement of Net Settlement or in Payments Administrator for further distribution to the aggregate statutory carrying value (determined Stockholders in accordance with each Stockholder’s Common Pre-Contribution Proportionate Share; and (ii) if the Statement Final Adjustment Amount is negative, then, within five Business Days following the determination of Net Settlement Methodsthe Final Adjustment Amount in accordance with Section 2.06, Parent and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent to distribute from any remaining Adjustment Escrow Amount in the Escrow Account by wire transfer of immediately available funds (A) the Post-Closing Adjustment Decrease Amount to the account or accounts designated by Parent in such instructions and (B) the remaining Adjustment Escrow Amount, if any, on deposit in the Escrow Account following the payment contemplated by clause (A) of this Section 2.05(c)(ii) to an account or accounts designated by the Transferred Investment AssetsPayments Administrator for further distribution to the Stockholders in accordance with each Stockholder’s Common Pre-Contribution Proportionate Share. If the remaining Adjustment Escrow Amount in the Escrow Account is insufficient to cover the entire Post-Closing Adjustment Decrease Amount payable to Parent pursuant hereto, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy each Stockholder, on or prior to the second anniversary same date as the Escrow Agent distributes the remaining Adjustment Escrow Amount in the Escrow Account to Parent, shall pay an amount to Parent equal to such Stockholder’s Common Pre-Contribution Proportionate Share of the Closing Date, then the requirements amount of this Section 2.11(d) shall be applicablesuch deficiency.

Post-Closing Adjustment. (a) In the event that (i) Following the General Account Reinsurance Premium determined by reference determination of the components of the Closing Date Statement, if the result of (x) the Final Working Capital minus the Estimated Working Capital plus (y) the Estimated Assumed Indebtedness minus the Final Assumed Indebtedness is an amount greater than zero (the “Net Positive Purchase Price Adjustment Amount”) then (A) Buyer shall pay the Net Positive Purchase Price Adjustment Amount in cash to Seller and (B) Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to release the then available funds in the Post-Closing Working Capital Escrow Fund to Seller. (ii) Following the determination of the components of the Closing Date Statement, if the result of (x) the Final Working Capital minus the Estimated Working Capital plus (y) the Estimated Assumed Indebtedness minus the Final Assumed Indebtedness is an amount less than zero (the “Net Negative Purchase Price Adjustment Amount”) then (A) Buyer shall be entitled to receive a payment in cash out of the then available funds in the Post-Closing Working Capital Escrow Fund in such amount and Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to make such payment to Buyer. If the amount of the Post-Closing Working Capital Escrow Fund is greater than the absolute value of the Net Negative Purchase Price Adjustment Amount, then Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to make a payment to Seller equal to the Final Statement amount of remaining funds in the Post-Closing Working Capital Escrow Fund after the distribution of the Net Settlement exceeds the General Account Reinsurance Premium determined by reference Negative Purchase Price Adjustment Amount to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected Buyer in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with this Section 2.06(d). If the Statement of Net Settlement Methods equal to such excess within five (5) Business Days amount of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Post-Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement Working Capital Escrow Fund is less than the General Account Reinsurance Premium determined by reference absolute value of the Net Negative Purchase Price Adjustment Amount, Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined make a payment to Buyer in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to such shortfall within five from the Post-Closing Indemnification Escrow Fund. Set forth in Section 2.06(d)(ii) of the Disclosure Schedules are examples of the determination of the post-Closing adjustments contemplated in Sections 2.06(d)(i) and (5ii), demonstrating both a Net Positive Purchase Price Adjustment Amount and a Net Negative Purchase Price Adjustment Amount. (iii) All payments pursuant to this Section 2.06(d) shall be made by wire transfer of immediately available funds to an account designated in advance by Seller or Buyer, as applicable, and shall be made on or prior to the fifth (5th) Business Days Day following: (A) the thirty (30)-day period following Buyer’s delivery of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up Statement pursuant to but Section 2.06(b) if Seller does not including timely dispute such amounts pursuant to Section 2.06(c)(ii); (B) the date of payment accrued at Seller’s and Buyer’s mutual determination of Final Working Capital and Final Assumed Indebtedness in the 60-Day Treasury Rate. The foregoing shall apply event Seller timely disputes such amounts pursuant to Section 2.06(c)(ii) and Seller’s and Buyer’s differences are resolved without the Guaranteed Cost Reinsurance Premium, provided that any adjustment engagement of an Independent Accountant pursuant to Section 2.06(c)(iii); and (C) the Guaranteed Cost Reinsurance Premium shall be transferred date of the Independent Accountant’s determination of Final Working Capital and/or Final Assumed Indebtedness pursuant to Section 2.06(c)(iii) in the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof event Seller timely disputes such amounts pursuant to CGLIC, as the case may beSection 2.06(c)(ii) and Seller and Buyer are unable to resolve their differences pursuant to Section 2.06(c)(ii). (biv) On the Closing Date all Separate Account Assets as The amount of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with Net Positive Purchase Price Adjustment Amount or any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business TrustNet Negative Purchase Price Adjustment Amount, as the case may be, an asset reflected on either shall bear interest from and including the Estimated Statement Closing Date to but excluding the date of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating payment at a transfer or return, as the case may be, of the assets in question (or cash rate per annum equal to the fair market value rate of such asset) promptly upon receipt of a written notice from interest published by The Wall Street Journal as the other party describing the error. All written notice of any such error shall be provided “prime rate” at large U.S. money center banks on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then calculated on the requirements basis of this Section 2.11(d) shall be applicablea 365 day year and the actual number of days elapsed, without compounding.

Post-Closing Adjustment. (a) In The Purchase Price shall be increased or decreased (the event that (i"Purchase Price Adjustment") the General Account Reinsurance Premium determined on a dollar-for-dollar basis by reference an amount equal to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined amount by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including which the Closing Date up to but not including the date Net Working Capital (as hereinafter defined) is in excess of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined Target Net Working Capital (as hereinafter defined). The payment of the Purchase Price Adjustment shall occur within three (3) days after the final determination of the Closing Date Net Working Capital, or on such other date as shall be mutually agreed to in writing by reference the parties (the "Settlement Date"). If the Closing Date Net Working Capital is greater than the Target Net Working Capital, the Purchaser shall pay to the Estimated Statement of Net SettlementShareholders, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with their Respective Ownership Percentages, an amount equal to the Coinsurance Agreement and Purchase Price Adjustment. If the Ceded Business Trust AgreementClosing Date Net Working Capital is less than the Target Net Working Capital, the Shareholders shall return pay to CGLIC assets (selected the Purchaser, in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC their Respective Ownership Percentages, an amount equal to the Ceded Business Trust with an aggregate statutory carrying value determined Purchase Price Adjustment. The term "Closing Date Net Working Capital" means the difference between the current assets and current liabilities of the Company, both computed in accordance with generally accepted accounting principles and both as disclosed on the Statement Final Closing Balance Sheet (as hereinafter defined). For the avoidance of Net Settlement Methods equal to such shortfall within five (5) Business Days doubt, the Purchaser and the Shareholders acknowledge and agree that the current liabilities of the delivery to the Buyer Company as of the Final Statement close of Net Settlement, plus interest business on such amount from and including the Closing Date up to but not including shall include the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply federal, state and local income taxes with respect to the Guaranteed Cost Reinsurance PremiumCompany's operations for the portion of the tax year of the Company ending on the Closing Date, provided that including any adjustment accrued taxes attributable to the Guaranteed Cost Reinsurance Premium shall be transferred Company's sale or distribution of its marketable securities prior to the Guaranteed Cost Business Trust by CGLIC or from Closing Date. Furthermore, the Guaranteed Cost Business Trust by Purchaser and the trustee thereof to CGLIC, Shareholders agree that the current liabilities of the Company as of the case may be. (b) On close of business on the Closing Date all Separate Account Assets as shall include the amount of such date shall be retained in $254,000 with respect to the corresponding Modco Account. In uninsured liability of the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings Company for claims made after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement for acts, occurrences or events that occurred prior to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. The term Target Net Working Capital means an amount equal to $0. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In No sooner than the event date that is ninety (90) days after the Closing Date, but in no case later than the date that is one hundred fifty (150) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Post-Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of (i) the General Account Reinsurance Premium determined Adjustment Amount, including each component thereof (but excluding any adjustments with respect to disputed Title Defects, Title Defect Amounts, Title Benefits, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts), and (ii) the resulting calculation of the adjusted Purchase Price (excluding any adjustments with respect to disputed Title Defects, Title Defect Amounts, Title Benefits, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts, the “PC Statement Purchase Price”). Concurrently with the delivery of the Post-Closing Statement, Buyer shall deliver to Seller reasonable documentation in the possession of Buyer or any of its Affiliates to support the calculations for which adjustments are proposed or made in the Post-Closing Statement delivered by reference Buyer, and a reasonably detailed explanation of any such adjustments and the reasons therefor. (b) Seller shall have thirty (30) days after Seller’s receipt of the Post-Closing Statement (the “Review Period”) within which to review Buyer’s calculation of the PC Statement Purchase Price. If Seller disputes any component of the PC Statement Purchase Price (including the Adjustment Amount set forth in the Post-Closing Statement, but excluding any adjustments with respect to disputed Title Defects, Title Defect Amounts, Title Benefits, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts), Seller shall notify Buyer in writing of its objection to the Final PC Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference Purchase Price prior to the Estimated expiration of the Review Period, together with a reasonable description of the basis for and dollar amount of such disputed components, together with reasonable documentation in the possession of Seller supporting such disputed components (a “Dispute Notice”). The PC Statement Purchase Price shall become final, conclusive and binding on the Parties, and be considered the Final Purchase Price for all purposes of Net Settlementthis Agreement (other than adjustments with respect to disputed Title Defects, Title Defect Amounts, Title Benefits, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts), unless Seller delivers to Buyer a Dispute Notice prior to the expiration of the Review Period. If Seller timely delivers a Dispute Notice, (i) any amounts in the PC Statement Purchase Price (excluding any adjustments with respect to disputed Title Defects, Title Defect Amounts, Title Benefits, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts) not objected to by Seller in the Dispute Notice shall be final, conclusive and binding on the Parties, and (ii) Buyer and Seller shall, within fifteen (15) days following ▇▇▇▇▇’s receipt of such Dispute Notice (the “Resolution Period”), use commercially reasonable efforts to attempt to mutually resolve in writing their differences with respect to any remaining items set forth in the Dispute Notice and any such mutual resolution shall be final, conclusive and binding on the Parties. (c) If, at the conclusion of the Resolution Period, any items set forth in any Dispute Notice (but excluding any adjustments with respect to disputed Title Defects, Title Defect Amounts, Title Benefits, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts) remain in dispute (the “Remaining Disputes”), then Sellers Buyer and Seller shall transfer submit all such Remaining Disputes to KPMG International Limited (or such other nationally recognized accounting firm the Ceded Business Trust assets Parties may mutually select) for resolution; provided, that if KPMG International Limited has not confirmed that it will arbitrate such disputes and the Parties do not agree on another accounting firm within ten (selected in accordance with Investment Asset Identification Protocol10) with an aggregate statutory carrying value determined in accordance with days following the Statement request from the Parties for KPMG International Limited to arbitrate such disputes, the Houston, Texas, office of Net Settlement Methods equal the American Arbitration Association shall select a nationally recognized accounting firm without a material relationship to Seller or Buyer to arbitrate such excess disputes. The appointed accounting firm shall be the “Accounting Firm”, and within five (5) Business Days after appointment of the delivery of Accounting Firm the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference Parties shall deliver to the Final Statement of Net Settlement is less than Accounting Firm their written position with respect to such Remaining Disputes. The Accounting Firm, once appointed, shall have no ex parte communications with the General Account Reinsurance Premium determined Parties concerning the Remaining Disputes. The Accounting Firm shall determine, based solely on the submissions by reference ▇▇▇▇▇▇ and Buyer, and not by independent review, only the Remaining Disputes and shall choose Seller’s position or Buyer’s position with respect to the Estimated Statement of Net Settlementeach matter addressed in a Dispute Notice, then CIGNA Lifein each case, directly or from the Ceded Business Trust, as determined in accordance with this Agreement. The Accounting Firm may not award damages, interest or penalties to any Party with respect to any matter. The Parties shall request that the Coinsurance Agreement Accounting Firm make a decision with respect to all Remaining Disputes within forty-five (45) days after the submission of the Remaining Disputes to the Accounting Firm, as provided above, and in any event as promptly as practicable. The final determination with respect to all Remaining Disputes, and the Ceded Business Trust Agreementresulting determinations of the Adjustment Amount and the Purchase Price, shall return be set forth in a written statement by the Accounting Firm delivered simultaneously to CGLIC assets (selected Seller and ▇▇▇▇▇ and shall, absent manifest error, be final, conclusive and binding on the Parties and enforceable against the Parties in accordance any court of competent jurisdiction, without right of appeal, as the Final Adjustment Amount and the Final Purchase Price, respectively. Buyer and Seller shall promptly execute any reasonable engagement letter requested by the Accounting Firm and shall each cooperate fully with the Investment Asset Identification Protocol) previously transferred Accounting Firm, including, by CGLIC providing the information, data and work papers used by each Party to prepare and/or calculate the Final Purchase Price, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Accounting Firm to make such determination as quickly and as accurately as practicable. Each Party shall bear its own legal fees and other costs in presenting any Remaining Disputes to the Ceded Business Trust Accounting Firm. The fees, costs and expenses of the Accounting Firm pursuant to this Section 2.7(c) shall be borne one half (1/2) by Seller, on the one hand, and one half (1/2) by ▇▇▇▇▇, on the other hand. For the avoidance of doubt, the Adjustment Amount used to determine the Final Purchase Price shall be deemed to be the Final Adjustment Amount (excluding any adjustments with an aggregate statutory carrying value respect to disputed Title Defects, Title Defect Amounts, Title Benefits, Title Benefit Amounts, Environmental Defects or Environmental Defect Amounts). (d) From and after the date Buyer delivers to Seller the Post-Closing Statement until the Final Purchase Price is finally determined in accordance with pursuant to this Section 2.7, Seller, its Affiliates and their respective auditors, accountants, counsel and other representatives shall be permitted reasonable access (during normal business hours and upon reasonable advance notice) to the Company and its auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Seller (including the information, data and work papers used by ▇▇▇▇▇ and/or the Company’s auditors or accountants to prepare and calculate the Final Purchase Price) solely and exclusively for the purpose of reviewing the Post-Closing Statement of Net Settlement Methods equal to and determining the Final Purchase Price, and for no other purpose. (e) If the Purchase Price as adjusted by the Final Adjustment Amount exceeds the Purchase Price as adjusted by the Closing Adjustment Amount (such shortfall excess amount, if any, the “Excess Amount”), within five (5) Business Days of after the delivery Final Purchase Price is finally determined pursuant to this Section 2.7, Buyer shall pay to Seller, in immediately available funds, an aggregate amount equal to the Excess Amount in accordance with wiring instructions delivered to Buyer of by Seller. (f) If the Purchase Price as adjusted by the Final Statement of Net Settlement, plus interest on such amount from and including Adjustment Amount is less than the Purchase Price as adjusted by the Closing Date up Adjustment Amount (such shortfall amount, if any, the “Shortfall Amount”), within five (5) Business Days after the Final Purchase Price is finally determined pursuant to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing this Section 2.7, Seller shall apply pay to Buyer, in immediately available funds, an aggregate amount equal to the Guaranteed Cost Reinsurance Premium, provided that any Shortfall Amount in accordance with wiring instructions delivered to Seller by Buyer. (g) Any payments made pursuant to this Section 2.7 shall be deemed an adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred Purchase Price, to the Guaranteed Cost Business Trust extent permitted by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beapplicable Law. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) Within sixty (60) days after the General Account Reinsurance Premium determined by reference Closing Date, the OpCo Buyer shall prepare and deliver to ▇▇▇▇ Ohio Finance a statement (the “JCC Closing Statement”) setting forth its calculation of (A) the JCC Closing Working Capital, (B) the Indebtedness of JCC as of the Reference Time (the “JCC Closing Date Indebtedness”), (C) the JCC Closing Date Cash, (D) all unpaid Transaction Expenses of JCC as of the Closing (excluding the R&W Insurance Cost Seller Portion) (the “JCC Closing Transaction Expenses”), (E) OpCo Buyer’s calculation of the JCC Membership Interests Purchase Price and (F) an unaudited balance sheet of JCC as of the Reference Time (without giving effect to the Final Statement Transactions) (the “JCC Closing Balance Sheet”). The calculation of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to JCC Closing Working Capital and the Estimated Statement of Net Settlement, then Sellers JCC Closing Balance Sheet shall transfer to the Ceded Business Trust assets (selected be prepared and calculated in accordance with Investment Asset Identification ProtocolGAAP and otherwise in accordance with the JCC Sample Statement and the JCC Closing Date Indebtedness, the JCC Closing Date Cash, and the JCC Closing Transaction Expenses shall be calculated in accordance with the JCC Sample Statement. (ii) with The post-closing adjustment (the “JCC Post-Closing Adjustment”) shall be an aggregate statutory carrying value amount equal to the sum of: (A) The difference between the JCC Closing Date Cash and the JCC Estimated Closing Date Cash (where the difference will be positive, if the JCC Closing Date Cash exceeds the JCC Estimated Closing Date Cash, or negative, if the JCC Estimated Closing Date Cash exceeds the JCC Closing Date Cash); plus (B) The difference between the JCC Closing Working Capital and the JCC Estimated Closing Working Capital (where the difference will be positive, if the JCC Closing Working Capital exceeds the JCC Estimated Closing Working Capital, or negative, if the JCC Estimated Closing Working Capital exceeds the JCC Closing Working Capital); plus (C) The difference between the JCC Closing Transaction Expenses and the JCC Estimated Transaction Expenses (where the difference will be negative, if the JCC Closing Transaction Expenses exceeds the JCC Estimated Transaction Expenses, or positive, if the JCC Estimated Transaction Expenses exceeds the JCC Closing Transaction Expenses); minus (D) The amount, if any, by which the JCC Closing Date Indebtedness exceeds the JCC Estimated Indebtedness. If the JCC Post-Closing Adjustment as finally determined in accordance with this Section 2.06(b)(ii) (the Statement of “JCC Net Settlement Methods Adjustment Amount”) is a positive number, the OpCo Buyer shall pay to ▇▇▇▇ Ohio Finance an amount equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined Adjustment Amount in accordance with Section 2.06(d). If the Coinsurance Agreement and JCC Net Adjustment Amount is a negative number, the Ceded Business Trust AgreementParties shall cause the Escrow Agent to pay, or shall return pay, to CGLIC assets (selected the OpCo Buyer an amount equal to the JCC Net Adjustment Amount, in each case in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beSection 2.06(d). (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) If the General Account Reinsurance Premium Closing Net Worth Amount as reflected on the Final Closing Balance Sheet is determined to be less than the Base Net Worth Amount, there will be a dollar-for-dollar downward adjustment of the Purchase Price, with Seller being obligated to pay Buyer the sum by reference which the Closing Net Worth Amount is less than the Base Net Worth Amount. If, however, the Closing Net Worth Amount as reflected on the Final Closing Balance Sheet is determined to be greater than the Base Net Worth Amount, there will be a dollar-for-dollar upward adjustment of the Purchase Price, with Buyer being obligated to pay Seller any sum by which the Closing Net Worth Amount exceeds the Base Net Worth Amount. (ii) The Purchase Price shall also be subject to adjustment after the Closing Date on account of the proration of water, electricity, gas, sewage and other utility charges and Taxes applicable to the Final Statement of Net Settlement exceeds Business and/or the General Account Reinsurance Premium determined by reference Assets if and only to the Estimated Statement of Net Settlementextent such amounts are not reflected on the Final Closing Balance Sheet. (iii) If the Purchase Price is subject to adjustment pursuant to this Section 2.1(c), then Sellers shall transfer the required adjustment, together with interest on the amount being paid from the Closing Date to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement date of Net Settlement Methods payment at a rate per annum equal to such excess the prime rate charged by Bank of America in effect on the Closing Date, will be paid within five (5) Business Days of the delivery determination of the amount due. Any party may, in its sole discretion, make a payment pursuant to this Section 2.1(c) prior to the final determination of the Final Statement Closing Balance Sheet for the purpose of Net Settlement, plus reducing the interest on such amount from and including the Closing Date up it may be obligated to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal pay pursuant to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beprovision. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In Infinop and the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementPrincipal Stockholders shall, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days days after execution and delivery of this Agreement, deliver to Vianet unaudited consolidated and consolidating balance sheets and statements of income as of and for the MONTH ENDED JUNE 30, 1999 (THE "JUNE 30 FINANCIAL STATEMENTS") for Infinop and its Subsidiaries prepared in accordance with GAAP on a consistent basis, which June 30 Financial Statements will present fairly in all material respects the financial condition of Infinop and its Subsidiaries as of such date and the results of operations of Infinop and its Subsidiaries for such periods and will be consistent with the books and records of Infinop and its Subsidiaries. The June 30 Financial Statements will not include any Liabilities incurred after the date of the delivery Most Recent Financial Statements outside the Ordinary Course of Business. Vianet shall, within ninety (90) days after the Final Statement Closing, deliver to the Principal Stockholders a balance sheet of Net Settlement, plus interest on such amount from and including Infinop as of the Closing Date up to but not including AUDITED BY ▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., INC. (THE "AUDITED BALANCE SHEET"). If the date Net Worth of payment accrued at Infinop as set forth on the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement Audited Balance Sheet is less than the General Account Reinsurance Premium determined by reference Net Worth of Infinop as set forth on the June 30 Balance Sheet (the difference between the Net Worth as set forth on the Audited Balance Sheet and the Net Worth as set forth on the June 30 Balance Sheet to be referred to hereafter as the Estimated Statement of Net Settlement"DEFICIT") THE MERGER CONSIDERATION SHALL BE REDUCED BY THE AMOUNT OF THE DEFICIT. FOR PURPOSES OF THIS SECTION 2(D)(X), then CIGNA Life"NET WORTH" shall mean assets, directly or from the Ceded Business Trustless liabilities (including Convertible Debentures), as determined in accordance with generally accepted accounting principles. The Principal Stockholders shall have thirty (30) days after delivery of the Coinsurance Agreement Audited Balance Sheet to deliver to Vianet A WRITTEN OBJECTION TO THE AUDITED BALANCE SHEET ("THE OBJECTION"). The Objection must specify in reasonable detail the basis for objecting to the Audited Balance Sheet. If the Objection is not delivered to Vianet within thirty (30) days after delivery of the Audited Balance Sheet, the Principal Stockholders shall be deemed to have accepted the Audited Balance Sheet. If an Objection is delivered in a timely manner, Vianet and the Ceded Business Trust AgreementPrincipal Stockholders shall then have thirty (30) days to negotiate in good faith to resolve any dispute. If the dispute is not resolved by Vianet and the Principal Stockholders within such thirty (30) day period, VIANET AND THE PRINCIPAL STOCKHOLDERS SHALL JOINTLY RETAIN ONE OF THE BIG FIVE CERTIFIED PUBLIC ACCOUNTING FIRMS (THE "ACCOUNTANTS") mutually agreed upon by Vianet and the Principal Stockholders to resolve the dispute. The determination of the Accountants shall return be final and binding upon the parties. The fees and expenses of the Accountants shall be shared equally by Vianet and the Principal Stockholders. In order to CGLIC assets effect the reduction in the Merger Consideration, at Closing, one and one-half percent (selected 1 1/2%) of the Vianet Shares (rounded to the nearest whole number of Vianet Shares) to which each Infinop Stockholder (other than Dissenting Shares), would otherwise be entitled shall be deposited into escrow with the Escrow Agent pursuant to the terms of the Escrow AGREEMENT (THE "ADJUSTMENT ESCROW SHARES"). In addition, one and one-half percent (1 1/2%) of the Vianet Shares to which each holder of Convertible Debentures would otherwise be entitled upon conversion after the Closing and one and one-half percent (1 1/2%) of the Vianet Shares to which each holder of Adjusted Options would otherwise be entitled upon exercise after the Closing shall be deposited with the Escrow Agent in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days terms of the delivery Escrow Agreement, if the issuance of such Vianet Shares occurs prior to the Buyer final determination of the Final Statement Deficit. For purposes of Net Settlementthis Section 2(d)(x), plus interest on such amount from and including the Closing Date up to but not including the date value of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium each Vianet Share shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets deemed to be transferred thereto promptly $7.00. If there is a Deficit based upon the Audited Balance Sheet, agreement of the parties, or determination of the Accountants, within thirty (30) days after discovery thereofdelivery of the Audited Balance Sheet, together with any interestagreement of the parties, dividends or other earnings after binding determination of the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business TrustAccountants, as the case may be, an asset reflected on either the Estimated Statement Escrow Agent shall be instructed by Vianet and the Principal Stockholders to deliver the Adjustment Escrow Shares to the Exchange Agent with instructions to distribute a number of Net Settlement or Vianet Shares equal in value to the Final Statement Deficit times the Escrow Ratio, but not in excess of Net Settlementthe Adjustment Escrow Shares, or to Vianet and to distribute the remaining ADJUSTMENT ESCROW SHARES PRO RATA TO THE INFINOP STOCKHOLDERS. THE "ESCROW RATIO" shall mean (iiA) erroneously transfers an Investment Asset to CIGNA Life all issued and outstanding Infinop Shares at the Closing Date, divided by (B) all issued and outstanding Infinop Shares at the Closing Date, plus all Infinop Shares into which was not reflected on either Convertible Debentures as of Closing Date can be converted, plus all Infinop Shares for which Infinop Stock Options as of the Estimated Statement Closing Date can be exercised. In no event shall fractional Vianet Shares be distributed, and in lieu thereof a cash payment shall be made. If there is no Deficit, within thirty (30) days after delivery of Net Settlement or the Final Statement Audited Balance Sheet, agreement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or returndetermination of the Accountants, as the case may be, the Escrow Agent shall be instructed by Vianet and the Principal Stockholders to deliver the Adjustment Escrow Shares to the Exchange Agent with instructions to distribute the Adjustment Escrow Shares pro rata to the Infinop Stockholders. Recovery by Vianet for the Deficit shall be limited to the Adjustment Escrow Shares and adjustment of the assets in question (or cash equal to the fair market value of such assetConversion Ratio as provided by Sections 2(d)(vii) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Dateand 2(d)(viii). (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In Within seventy-five (75) days following the event that Closing Date, the Buyer shall furnish the Sellers’ Representative with a balance sheet of the Company as of the Closing Date on a post-Closing basis prepared in accordance with GAAP (i) the General Account Reinsurance Premium determined by reference to “Closing Balance Sheet”), which shall set forth the Final Statement of Net Settlement exceeds Indebtedness for Borrowed Money, the General Account Reinsurance Premium determined by reference Non-Ordinary Course Liabilities, and the Closing Working Capital and a schedule based upon the Closing Balance Sheet setting forth any adjustments to the Estimated Statement of Net SettlementClosing Adjustment (collectively, then Sellers the “Closing Adjustments”). The Sellers’ Representative shall transfer to assist the Ceded Business Trust assets (selected Buyer in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days preparation of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust Balance Sheet if reasonably requested by the trustee thereof to CGLIC, as the case may beBuyer. (b) On The Sellers’ Representative shall have a period of fifteen (15) days after receipt of the Closing Date all Separate Account Assets as Balance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such date shall notice must contain the reasons for such rejection in reasonable detail and must set forth the amount of the requested adjustment. No rejection may be retained made by the Sellers’ Representative unless the requested adjustment is equal to or greater than ten percent (10%) of the Closing Adjustments set forth in the corresponding Modco AccountClosing Balance Sheet. In the event any Separate Account Assets are not retained in no notice is received by the appropriate Modco Account at ClosingBuyer during such fifteen (15) day period, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date Balance Sheet and any required adjustments resulting therefrom shall be deemed accepted by the Sellers’ Representative and final and binding on the Parties. In the event that the Sellers’ Representative shall timely reject the Closing Balance Sheet, the Buyer and the Sellers’ Representative shall promptly (and in respect any event within twenty-five (25) days following the date upon which the Sellers’ Representative shall reject the Closing Balance Sheet), attempt to make a joint determination of the Closing Adjustments and such assetsdetermination and any required adjustments resulting therefrom shall be final and binding on the Parties. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (Sellers’ Representative and the omission Buyer shall be unable to agree upon a joint determination of dataClosing Adjustments within one hundred twenty (120) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting days from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then within one hundred thirty (130) days from the requirements Closing Date, the Buyer and the Sellers’ Representative shall submit the dispute to the Accounting Firm. The Buyer and the Sellers’ Representative shall request that the Accounting Firm render its determination prior to the expiration of one hundred sixty (160) days from the Closing Date and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties. The fees and expenses of the Accounting Firm shall be allocated to be paid by the Buyer and/or the Sellers, respectively, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by the Parties, as determined by the Accounting Firm. (d) If the Closing Working Capital (as finally determined pursuant to Section 1.5(b) and (c)) is less than the Minimum Working Capital Target and (i) if the Estimated Working Capital was less than the Minimum Working Capital Target, then (A) if the Closing Working Capital is less than the Estimated Working Capital, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the Estimated Working Capital minus the Closing Working Capital; or (B) if the Closing Working Capital is greater than the Estimated Working Capital, then Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Estimated Working Capital; or (ii) if the Estimated Working Capital was greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the Minimum Working Capital Target minus the Closing Working Capital; or (iii) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the sum of (x) the Minimum Working Capital Target minus the Closing Working Capital, and (y) the Estimated Working Capital minus the Maximum Working Capital Target. (e) If the Closing Working Capital (as finally determined pursuant to Sections 1.5(b) and (c)) is greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, and (i) if the Estimated Working Capital was less than the Minimum Working Capital Target, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Minimum Working Capital Target minus the Estimated Working Capital; or (ii) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then the Sellers shall pay to the Buyer an amount equal to the Estimated Working Capital minus the Maximum Working Capital Target; or (iii) if the Estimated Working Capital is greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, no adjustment shall be made. (f) If the Closing Working Capital (as finally determined pursuant to Sections 1.5(b) and (c)) is greater than the Maximum Working Capital Target, and (i) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then (A) if the Closing Working Capital is greater than the Estimated Working Capital, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Estimated Working Capital; or (B) if the Closing Working Capital is less than the Estimated Working Capital, then the Sellers shall pay to the Buyer by wire in immediately available funds an amount equal to the Estimated Working Capital minus the Closing Working Capital. (ii) if the Estimated Working Capital was greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Maximum Working Capital Target. (iii) if the Estimated Working Capital was less than the Minimum Working Capital Target, then the Buyer shall pay the Stockholders by wire in immediately available funds an amount equal to the sum of (x) the Minimum Working Capital Target minus the Estimated Working Capital, and (y) the Closing Working Capital minus the Maximum Working Capital Target. (g) If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 2.11(d1.5 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such excess shall be paid as an adjustment to the Closing Payment by the Sellers to the Buyer by wire transfer in immediately available funds. The adjustments described in Section 1.5(d), (e), (f) and (g) shall be applicablereferred to collectively as the “Post-Closing Adjustments”. Each Post-Closing Adjustment, if any, shall be paid by the applicable Party within seven (7) days after the determination of such adjustment. If the Sellers do not so pay to Buyer by the due date, such amounts due to Buyer shall be deemed Damages under Article IX hereof, which Damages together with interest at a rate of eight percent (8%) per annum shall be paid in full without regard to the limitations set forth in Sections 9.4 and 9.5.

Post-Closing Adjustment. If the Purchase Price (aas finally determined) In is greater than the event that Estimated Purchase Price (i) such excess amount, if any, the General Account Reinsurance Premium determined by reference “Excess Amount”), then Purchaser shall pay, within 10 Business Days after the final determination of such Excess Amount, to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference Disbursing Agent, for payment to the Estimated Statement of Net SettlementSelling Parties, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with each Selling Party’s Pro Rata Share, an aggregate statutory carrying value determined amount equal to the lesser of (x) the Excess Amount and (y) an amount equal to the Escrow Amount, and Purchaser and the Seller Representative shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release all of the funds in the Escrow Account by wire transfer of immediately available funds to accounts designated by the Disbursing Agent, for payment to the Selling Parties, in accordance with each Selling Party’s Pro Rata Share. If the Statement of Net Settlement Methods equal to Purchase Price (as finally determined) is less than the Estimated Purchase Price (such excess shortfall amount, if any, the “Shortfall Amount”), then, within five (5) 10 Business Days of the delivery final determination of the Final Statement of Net Settlementsuch shortfall, plus interest on such amount from Seller Representative and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference Purchaser shall promptly deliver joint written instructions to the Final Statement of Net Settlement is less than Escrow Agent instructing the General Account Reinsurance Premium determined by reference Escrow Agent to release an amount equal to the Estimated Statement of Net Settlement, then CIGNA Life, directly or Shortfall Amount from the Ceded Business TrustEscrow Account by wire transfer of immediately available funds to one or more accounts designated by Purchaser. For the avoidance of doubt, as determined any then-remaining amounts in the Escrow Account shall represent Purchaser’s sole and exclusive remedy with respect to any Shortfall Amount. If any funds remain in the Escrow Account after the release of funds to Purchaser in accordance with this Section, Purchaser and Seller Representative shall promptly deliver joint written instructions to the Coinsurance Agreement and Escrow Agent instructing the Ceded Business Trust AgreementEscrow Agent to release all such remaining funds in the Escrow Account to the Disbursing Agent, shall return for payment to CGLIC assets (selected accounts designated by the Selling Parties, in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC each Selling Party’s Pro Rata Share. All payments that are to be made to the Ceded Business Trust with an aggregate statutory carrying value determined Selling Parties pursuant to this Section 1.4(c) shall be made in accordance with a funds flow statement (the Statement of Net Settlement Methods equal to such shortfall within five (5“Post-Closing Funds Flow Statement”) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust prepared by the trustee thereof to CGLICSeller Representative, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date which shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) set forth with respect to such Data Input Inaccuracy prior each Selling Party the portion of the aggregate payment due to the second anniversary Selling Parties as a whole that such Selling Party is entitled to receive and payment instructions with respect to each such payee. Notwithstanding anything to the contrary in this Agreement, the Purchaser, the Company and its Subsidiaries, and each of the Closing Datetheir respective representatives, then the requirements of this Section 2.11(d) shall be applicableentitled to conclusively and definitively rely on, without any obligation to investigate or verify the accuracy, inaccuracy or correctness thereof, and without any liability, the allocation of proceeds set forth in the Post-Closing Funds Flow Statement, which shall be binding and enforceable against the Sellers and their Affiliates.

Post-Closing Adjustment. (a) In Following the event that (i) determination of the General Account Reinsurance Premium determined by reference to components of the Closing Date Statement, if the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected Closing Adjustment Amount as calculated in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying this Section 2.06 is negative, then Buyer shall pay the absolute value determined of the Final Closing Adjustment Amount in cash to Seller. Following the determination of the components of the Closing Date Statement, if the Final Closing Adjustment Amount as calculated in accordance with this Section 2.06 is positive, then Buyer shall be entitled to receive a payment in cash out of the Statement of Net Settlement Methods then available funds in the General Escrow Fund in an amount equal to the absolute value of the Final Closing Adjustment Amount, and Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to make such excess within five payment to Buyer. All payments pursuant to this Section 2.06(e) shall be made by wire transfer of immediately available funds to an account designated in advance by Seller or Buyer, as applicable, and shall be made on or prior to the fifth (55th) Business Days of Day following: (A) the 30-day period following Buyer’s delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up Statement pursuant to but Section 2.06(b) if Seller does not including timely dispute such amounts pursuant to Section 2.06(d)(i); (B) the date of payment accrued at Seller’s and Buyer’s mutual determination of Final Closing Adjustment Amount in the 60-Day Treasury Rate, or event Seller timely disputes such amounts pursuant to Section 2.06(d)(i) and Seller’s and Buyer’s differences are resolved without the engagement of an Independent Accountant pursuant to Section 2.06(c)(ii); and (iiC) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply Independent Accountant’s determination of Final Closing Adjustment Amount pursuant to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (bSection 2.06(d)(iii) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (iSeller timely disputes such amounts pursuant to Section 2.06(d)(i) fails and Seller and Buyer are unable to transfer resolve their differences pursuant to CIGNA Life or to the Ceded Business TrustSection 2.06(d)(ii). The amount of any Final Closing Adjustment Amount, as the case may be, an asset reflected on either shall bear interest from and including the Estimated Statement Closing Date to but excluding the date of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating payment at a transfer or return, as the case may be, of the assets in question (or cash rate per annum equal to the fair market value rate of such asset) promptly upon receipt of a written notice from interest published by The Wall Street Journal as the other party describing the error. All written notice of any such error shall be provided “prime rate” at large U.S. money center banks on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then calculated on the requirements basis of this Section 2.11(d) shall be applicablea 365 day year and the actual number of days elapsed, without compounding.

Post-Closing Adjustment. (a) In No later than sixty (60) days after the event that Land Rights Closing, Seller shall cause to be prepared and delivered to Buyer a statement, prepared in the same format as the Estimated Land Rights Closing Statement (the “Land Rights Closing Statement”), as of the Land Rights Closing Date, of (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementLand Rights Closing Assumed Liability Amount, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date components thereof for each item of payment accrued at the 60-Day Treasury RateIndebtedness and any Assumed RTS Project Land Rights Liability referenced in Section 2.01(i), or (ii) the General Account Reinsurance Premium determined by reference Fair Market Value of each RTS Project Land Right or category of RTS Project Land Rights Transferred to Buyer at the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business TrustLand Rights Closing, as determined in accordance with the Coinsurance Agreement Section 2.14 and the Ceded Business Trust AgreementRegulatory Methodologies, shall return to CGLIC assets and (selected iii) the Land Rights Purchase Price for the RTS Project Land Rights, as of the Land Rights Closing Date, calculated in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beSection 2.08. (b) On No later than sixty (60) days after the Undepreciated Assets Closing, Seller shall cause to be prepared and delivered to Buyer a statement, prepared in the same format as the Estimated Undepreciated Assets Closing Date all Separate Account Statement (the “Undepreciated Assets Closing Statement”), as of the Undepreciated Assets Closing Date, as applicable, of (i) the undepreciated capital cost of each Undepreciated Asset or category of Undepreciated Assets Transferred to Buyer at the Undepreciated Assets Closing, derived from the financial books and records of Seller and as of the end of the most recently completed calendar month immediately after the Undepreciated Assets Closing, and prepared in good faith in accordance with the Regulatory Methodologies, (ii) the Undepreciated Assets Closing Assumed Liability Amount, including the components thereof for each item of Indebtedness and any Assumed Undepreciated Assets Liability referenced in Section 2.02(c), and (iii) the Undepreciated Assets Purchase Price for the applicable Undepreciated Assets, as of the Undepreciated Assets Closing Date, calculated in accordance with Section 2.09. Concurrently with the delivery of the Undepreciated Assets Closing Statement for the Undepreciated Assets Closing, Seller shall deliver to Buyer the Updated Undepreciated Assets Cost Statement as of such date Undepreciated Assets Closing and shall be retained also provide Buyer any update to the information specified in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assetsSection 2.09(e). (c) Notwithstanding Buyer shall have ten (10) Business Days from the date on which the applicable Closing Statement is delivered to it (the “Review Period”) to review the Closing Statement. Seller shall, and shall cause its Representatives to, upon request, provide Buyer with reasonable assistance in reviewing such statements, including by providing Buyer and its representatives with access to such information (including any other provision books and records) and personnel and Representatives of this Agreement to the contrarySeller as Buyer may reasonably request in connection with its review and, subject to, in the event CGLIC case of independent accountant work papers, Buyer entering into a customary release agreement with respect thereto provided that Seller shall not be obligated to deliver any accountant work papers that such accounting firm does not consent to delivery thereof. Unless Buyer delivers written notice to Seller on or prior to the last day of the Review Period stating that it objects to any item or items shown or reflected on the Closing Statement (which objections may only be based on (i) fails to transfer to CIGNA Life manifest arithmetic error, (ii) any calculation not having been made in accordance with the Regulatory Methodologies, (iii) that any asset or to Liability reflected on the Ceded Business TrustFinal Updated Schedule is not a Purchased Asset or Assumed Liability as defined in this Agreement and should not have been Transferred or assumed at the applicable Closing, (iv) that the charges or expenses incurred by Seller for any Purchased Asset or Assumed Liability that are reflected in the Land Rights Purchase Price or the Undepreciated Assets Purchase Price, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement were incorrectly billed or the Final Statement of Net Settlementallocated to such Purchased Assets, or (iiv) erroneously transfers an Investment Asset that the Fair Market Value of any RTS Project Land Right contained in the Closing Statement is inconsistent with the Fair Market Value of such RTS Project Land Right in the regulatory filings approved by the NYPSC, and, in each case, providing a memorandum from Buyer’s legal counsel specifying in detail the item or items to CIGNA Life which was not reflected on either it objects and the Estimated Statement of Net Settlement reasons therefor, including applicable legal precedent (such item or items, the Final Statement of Net Settlement (“Disputed Items” and which was not to be transferred pursuant to this Agreement or any Ancillary Agreementsuch notice, the “Dispute Notice”)), the parties Closing Statement shall be deemed accepted by Buyer and, without limiting Section 5.08, the calculations set forth therein shall be final, binding and conclusive for all purposes of determining the True-Up Payment Amount in Section 2.12(f), if any. (d) In the event of delivery of a Dispute Notice by Buyer, senior executives of Buyer (including a Manager of Buyer not appointed by an Affiliate of Seller), on the one hand, and senior executives of Seller, on the other hand, shall attempt to resolve their differences arising from the Disputed Items, and any resolution agreed by them in writing shall be final, binding and conclusive for all purposes of determining the True-Up Payment Amount in Section 2.12(f), if any. In the event that, for any reason, such senior executives are unable to amicably resolve all their differences in writing within ten (10) days (or such longer period as the Parties may agree in writing) following receipt of a Dispute Notice (the “Resolution Period”), any remaining Disputed Item not agreed in writing by the Parties shall be, unless the Parties have mutually agreed in writing on an alternative method of resolution of the Dispute prior to correct the end of the Resolution Period, submitted to a partner or senior employee of PriceWaterhouseCoopers LLC (the “Independent Accountant”); provided, however, that any remaining Disputed Item related to any matter addressed in Section 2.12(c)(iii) shall not be submitted to the Independent Accountant and, in such error case, any such Purchased Asset or Closing Assumed Liability Amount as reflected in the Closing Statement shall be final, binding and conclusive for all purposes of determining the True-Up Payment Amount in Section 2.12(f), if any; provided, further, however, nothing in the foregoing shall limit the right of Buyer to commence an Action pursuant to Section 9.12 to resolve any such Disputed Item. If PriceWaterhouseCoopers LLC is unwilling or unable to serve as the Independent Accountant, each of Buyer and Seller will jointly select and retain a partner or senior employee of a nationally recognized accounting firm that is not the auditor or independent accounting firm of any of the Parties, who is a certified public accountant and is independent of the Parties and impartial, to serve as the Independent Accountant. If, after fifteen (15) days after the date PriceWaterhouseCoopers LLC informs the Parties that it is unable or unwilling to have a partner of the firm serve as the Independent Accountant, the Parties cannot mutually agree on an alternate arbiter, any Party may request the AAA to appoint as the Independent Accountant, within fifteen (15) days from the date of such request or as soon as practicable thereafter, a partner in an internationally recognized accounting firm that is not the auditor or independent accounting firm of any of the Parties, who is a certified public accountant and who is independent of the Parties and impartial. For the avoidance of doubt, the fact that any nationally recognized accounting firm serves as the auditor or independent accounting firm of any ultimate parent of a Member of Buyer (other than the Member appointed by effectuating an Affiliate of Seller) shall not by reason of such disqualify any partner or senior employee thereof from serving as the Independent Accountant. If, for any reason, the Parties are unable to agree on the Disputed Items within the Resolution Period, each of Buyer, on the one hand, and Seller, on the other hand, shall prepare separate written reports of such Disputed Items and deliver such reports to the Independent Accountant within twenty (20) days after the later of the expiration of the Resolution Period and the date the Independent Accountant is retained. The Parties shall use their respective reasonable efforts to cause the Independent Accountant to, acting as an expert, as soon as practicable and in any event, barring exceptional circumstances, within thirty (30) days after receiving such written reports, determine the manner in which the Disputed Items shall be treated in the Closing Statements; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Buyer, on the one hand, and Seller, on the other hand. The Parties acknowledge and agree that (i) the review by and determination of the Independent Accountant shall be limited to, and only to, the unresolved Disputed Items contained in the reports prepared and submitted to the Independent Accountant by the Parties and (ii) the determinations by the Independent Accountant shall be based solely on such reports submitted by the Parties and the basis for each Party’s respective positions. Each Party agrees to enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement. The Parties shall use their commercially reasonable efforts to cooperate with and provide information and documentation, including work papers, to assist the Independent Accountant. Any such information or documentation provided by any Party hereto to the Independent Accountant shall be concurrently delivered to the other Party hereto, subject, in the case of independent accountant work papers, to such other Party entering into a transfer customary confidentiality and release agreement with respect thereto. None of the Parties shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or returnsettlement offers made by any of the Parties with respect to any objection under this Section 2.12. The determinations by the Independent Accountant as to the Disputed Items shall be in writing and shall be an expert determination that is final, binding and conclusive for all purposes of determining the adjustments in this Section 2.12, if any, and such determination may be entered and enforced in any court of competent jurisdiction. The fees, costs and expenses of retaining the Independent Accountant shall be borne by Buyer, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Independent Accountant that are resolved against Buyer, on the one hand, and Seller, on the other hand, and the allocation of such fees, costs and expenses shall be so determined by the Independent Accountant. (e) No later than the fifth (5th) Business Day immediately following the resolution of all Disputed Items (or, if there is no dispute, promptly after the Parties reach agreement on the Closing Statement), Seller shall revise the Closing Statement to reflect the resolution of any Disputed Items (as so revised, the “Final Closing Statement”) and shall deliver a copy thereof to Buyer. Buyer shall have five (5) Business Days from the date on which the Final Closing Statement is delivered to it to review the Final Closing Statement solely for purposes of confirming that such statements accurately reflect the prior resolution of all matters set forth in the Dispute Notice either by mutual agreement of the Parties or by the Independent Accountant, as applicable. The calculations of the Land Rights Purchase Price as provided for in Section 2.08, or the Undepreciated Assets Purchase Price as provided for in Section 2.09, as the case may be, and the amount of any True-Up Payment Amount pursuant to Section 2.12(f), once accepted by Buyer in the manner provided by the preceding sentence, shall be referred to as the “Final Statement.” (f) Effective upon the end of the assets Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary Dispute Notice either by mutual agreement of the Closing Date.Parties or by the Independent Accountant, the Parties shall make the following true-up payments: (i) In If the event that True-Up Payment Amount is positive, within two (A2) there are inaccuracies Business Days of the determination thereof Buyer shall transfer to Seller the amount of such True- Up Payment Amount, together with interest thereon from and including the applicable Closing Date but not including the date of such transfer, computed at the Federal Funds Rate plus one hundred and fifty (150) basis points, by wire transfer of immediately available funds to an account or omissions accounts designated in writing by Seller. (ii) If the True-Up Payment Amount is negative, within two (2) Business Days of the determination thereof Seller shall transfer to Buyer an amount equal to the absolute value of such True-Up Payment Amount, together with interest thereon from and including the applicable Closing Date but not including the date of such transfer, computed at the Federal Funds Rate plus one hundred and fifty (150) basis points, by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer. (g) As used in Section 2.12(f) the “True-Up Payment Amount” shall mean an amount (which may be positive or negative) equal to the difference of the Land Rights Purchase Price or the Undepreciated Assets Purchase Price, as the case may be, reflected in the factual data inputs utilized in Final Statement, minus the calculation of Insurance-Related Liabilities Land Rights Purchase Price or the value of Transferred Investment Undepreciated Assets not addressed Purchase Price, as the case may be, paid by Section 2.11(c) (such as inputting Buyer to Seller at the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableapplicable Closing.

Post-Closing Adjustment. (a) In As soon as practicable, but in no event later than 60 days after the event that Closing Date, Buyer shall deliver to Member Agent a consolidated balance sheet of the Company as of the Closing Date (the “Closing Date Balance Sheet”). Such balance sheet shall be accompanied by a schedule (the “Buyer Adjustment Schedule”) setting forth Buyer’s calculation of (i) the General Account Reinsurance Premium determined by reference to Working Capital Assets and the Final Statement Working Capital Liabilities, in each case as of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including (the date of payment accrued at the 60-Day Treasury Rate“Proposed Closing Date Working Capital Amount”), or and (ii) the General Account Reinsurance Premium determined amount by reference which the Purchase Price should be adjusted (A) upward to the Final Statement of Net Settlement extent that the Proposed Closing Date Working Capital Amount is greater than the Estimated Closing Date Working Capital Amount, and (B) downward to the extent that the Proposed Closing Date Working Capital Amount is less than the General Account Reinsurance Premium determined by reference Estimated Closing Date Working Capital Amount (such proposed upward or downward adjustment is hereinafter referred to as the “Proposed Final Adjustment Amount Due”). For the avoidance of doubt, for purposes of computing the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due, no cap or limitation on the upward or downward adjustment, if any, to the Estimated Statement Purchase Price in respect of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust AgreementProposed Final Adjustment Amount Due, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beapply. (b) On After receipt of the Buyer Adjustment Schedule, Member Agent may request, and Buyer will provide to Member Agent and its accountants and other representatives, upon reasonable notice, reasonable access during normal business hours to, or copies of, as Member Agent or such accountants and other representatives shall reasonably request, the information (including the books and records of the Surviving Company), data and work papers used in connection with the preparation of the Buyer Adjustment Schedule and to calculate the Proposed Final Adjustment Amount Due, and will make its and the Surviving Company’s personnel and accountants reasonably available to Member Agent and its accountants and other representatives to discuss any such information, data or work papers. Without limiting the generality of the foregoing, during the Dispute Period (as defined below), Buyer agrees to make available to Member Agent the services of the Chief Financial Officer and Controller of the Company as of the Effective Time (to the extent such persons are employees of the Surviving Company or Buyer during the Dispute Period) as requested by Member Agent to assist Member Agent with its evaluation and review of the Closing Date all Separate Account Assets as of such date Balance Sheet and Buyer Adjustment Schedule; provided, however, that neither the Chief Financial Officer nor the Controller shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets required to be transferred thereto promptly after discovery thereof, together devote more than 50% of his working hours each week to assisting Member Agent with any interest, dividends or other earnings after its evaluation and review of the Closing Date Balance Sheet and the Buyer Adjustment Schedule. Buyer agrees that such persons shall not in any way be deemed to have breached any fiduciary duty, duty of loyalty, or other duty owed to Buyer or the Surviving Company by so assisting Member Agent, and shall not have any liability to Buyer or the Surviving Company with respect of to such assetsassistance. (c) Notwithstanding any other provision of this Agreement Member Agent shall have 30 days from the date that Member Agent receives the deliveries contemplated in Section 1.11(a) (the “Dispute Period”) to the contrarynotify Buyer, in the event CGLIC writing, as to whether Member Agent (i) fails to transfer to CIGNA Life or to agrees with the Ceded Business Trust, as Buyer Adjustment Schedule and the case may be, Proposed Final Adjustment Amount Due (an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, “Approval Notice”) or (ii) erroneously transfers an Investment Asset disagrees with such calculations, identifying with reasonable detail the items with which Member Agent disagrees (a “Dispute Notice”). (d) If Member Agent fails to CIGNA Life deliver a Dispute Notice to Buyer during the Dispute Period, the Buyer Adjustment Schedule and the Proposed Final Adjustment Amount Due shall be deemed to be final and correct and shall be binding upon each of the parties hereto. (e) If Member Agent delivers a Dispute Notice to Buyer during the Dispute Period, Buyer and Member Agent shall, for a period of 20 days from the date the Dispute Notice is delivered to Buyer (the “Resolution Period”), use their respective good faith efforts to amicably resolve the items in dispute. Any items so resolved by them shall be deemed to be final and correct as so resolved and shall be binding upon each of the parties hereto. (f) If Buyer and Member Agent are unable to resolve all of the items in dispute during the Resolution Period, then either Member Agent or Buyer may refer the items remaining in dispute (the “Remaining Disputes”) to Deloitte & Touche LLP, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Independent Accountants”). Such referral shall be made in writing to the Independent Accountants, copies of which was shall concurrently be delivered to the non-referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with copies of the deliveries contemplated in Section 1.11(a) and the Dispute Notice. The parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the Remaining Disputes. The parties hereto shall also, within ten days of the date the Remaining Disputes are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a “Position Statement”) describing in reasonable detail their respective positions on the Remaining Disputes (copies of which shall concurrently be delivered to the other party hereto). If any party fails to timely deliver its Position Statement to the Independent Accountants, the Independent Accountants shall resolve the Remaining Disputes solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all Remaining Disputes in a written determination to be delivered to each of the parties hereto within 30 days after such matter is referred to them. The decision of the Independent Accountants as to the Remaining Disputes shall be final and binding upon the parties hereto (except to correct manifest clerical or mathematical errors) and shall not reflected be subject to judicial review. The fees and disbursements of the Independent Accountants shall be apportioned between Buyer and the Company based on either the Estimated Statement total dollar value of Net Settlement or disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accountants as the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accountants. (g) Within five Business Days following the date on which the Final Statement of Net Settlement (and which was not to be transferred Adjustment Amount Due is finally determined pursuant to this Agreement or any Ancillary Agreement)(whether through failure of Member Agent to timely deliver a Dispute Notice, the parties agree to correct such error by effectuating a transfer or return, as the case may be, agreement of the assets in question (parties, or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice final determination of any such error shall be provided on or before Remaining Disputes by the second anniversary of the Closing Date.Independent Accountants): (i) In if the event that (A) there are inaccuracies or omissions Final Adjustment Amount Due results in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating an upward adjustment to the inventory Purchase Price, (x) Buyer shall deliver to (a) the Paying Agent by wire transfer of policies in forceimmediately available funds, the terms of such policies, the relevant information related an amount equal to the holders or annuitants product of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, (i) the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments Final Adjustment Amount Due multiplied by an actuary or other financial professional as (ii) 0.93 for distribution to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined Members in accordance with the Statement procedures set forth in Section 1.9(b) and pursuant to the allocations set forth in the Closing Date Capitalization Schedule and (b) the Escrow Agent by wire transfer of Net Settlement Methodsimmediately available funds, an amount equal to the product of (x) the Final Adjustment Amount Due multiplied by (y) 0.07, which shall be added to the General Indemnification Escrow, and (y) the parties shall instruct the Escrow Agent to promptly disburse the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement to the Paying Agent for distribution to the Members in accordance with the procedures set forth in Section 1.9(b). (ii) if the Final Adjustment Amount Due results in a downward adjustment to the Purchase Price, the parties shall instruct the Escrow Agent to promptly disburse from the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement (x) to Buyer, an amount equal to the Final Adjustment Amount Due and (y) to the Paying Agent for distribution to the Members in accordance with the procedures set forth in Section 1.9(b), the remaining amounts (if any) of the Transferred Investment Assets, and Post-Closing Adjustment Escrow. (Ch) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements For purposes of this Section 2.11(d) shall be applicable.1.11, the following defined terms have the following meanings:

Post-Closing Adjustment. (a) In The Purchase Price will be further adjusted as follows: The amount that the event that Closing Working Capital is greater than the Upper Expected Working Capital or less than the Lower Expected Working Capital (isuch excess or shortfall, the “Closing Working Capital Adjustment”) will be determined based on the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementClosing Working Capital, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value as finally determined in accordance with Section 2.5. For the Statement avoidance of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlementdoubt, plus interest on such amount from and including if the Closing Date up to but not including Working Capital is between the date of payment accrued at Upper Expected Working Capital and the 60-Day Treasury RateLower Expected Working Capital, or (ii) then the General Account Reinsurance Premium determined by reference to Closing Working Capital Adjustment shall be zero. If the Final Statement of Net Settlement Closing Working Capital Adjustment is less than the General Account Reinsurance Premium determined by reference to different from the Estimated Statement of Net SettlementWorking Capital Adjustment, then CIGNA Life, directly there shall be a positive or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any negative adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business TrustPurchase Price, as the case may be, an asset reflected on either equal to the difference of the Closing Working Capital Adjustment minus the Estimated Statement of Net Settlement or Working Capital Adjustment (the Final Statement of Net Settlement“Post-Closing Adjustment Amount”). (b) If the Post-Closing Adjustment Amount, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred as determined pursuant to this Agreement or any Ancillary AgreementSection 2.6(a), results in an increase in the parties agree Purchase Price, the Purchaser shall pay the Post-Closing Adjustment Amount together with interest on that amount as provided in Section 2.6(c) to correct such error by effectuating the Vendors as an increase to the Purchase Price and in accordance with each Vendor’s Pro Rata Share, within 10 days of the date that the Closing Working Capital is finally determined. If the Post-Closing Adjustment Amount, as determined pursuant to Section 2.6(a), results in a transfer decrease in the Purchase Price, the Vendors shall each pay their Pro- Rata Share of the Post-Closing Adjustment Amount together with interest on that amount as provided in Section 2.6(c) to the Purchaser as a decrease to the Purchase Price, within 10 days of the date that the Closing Working Capital is finally determined. The Purchaser or returna Vendor, as the case may be, shall pay the Post-Closing Adjustment Amount together with interest on that amount as provided in Section 2.6(c) on the Adjustment Date by certified cheque, bank draft or wire transfer of immediately available funds to or to the order of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Datepayee. (ic) In The Post-Closing Adjustment Amount will be paid together with interest on that amount calculated from the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating Closing Date to the inventory date of policies in force, payment at the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicablePrime Rate plus 1.0%.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement terms and provisions of Net Settlement Methods equal this Section 3.3, Buyer shall pay to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury RateSeller, or Seller shall pay to Buyer (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be), an amount (the "Net Working Capital Adjustment Amount") equal to the amount by which Net Working Capital is greater (in which case the Purchase Price shall be increased by such amount and Buyer shall pay the Net Working Capital Adjustment Amount to Seller) or is less (in which case the Purchase Price shall be reduced by such amount and Seller shall pay the Net Working Capital Adjustment Amount to Buyer) than Estimated Net Working Capital, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. In accordance with the terms and provisions of this Section 3.3, Seller shall pay to Buyer an amount, if any (the "Indebtedness Adjustment Amount"), equal to the amount by which the Indebtedness exceeds Estimated Indebtedness, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. In accordance with the terms and provisions of this Section 3.3, Buyer shall pay to Seller, or Seller shall pay to Buyer (as the case may be) an amount, if any (the "Other Purchase Price Adjustments Amount"), equal to the amount by which Other Purchase Price Adjustments is less (in which case the Purchase Price shall be increased by such amount and Buyer shall pay the Other Purchase Price Adjustments Amount to Seller) or is greater (in which case the Purchase Price shall be reduced by such amount and Seller shall pay the Other Purchase Price Adjustments Amount to Buyer) than the Estimated Other Purchase Price Adjustments, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings Within ninety (90) days after the Closing Date Date, Buyer shall deliver to Seller the balance sheet of ALNG as of November 30, 2002 (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in respect accordance with Schedule 3.3. In addition, no later than the date upon which Buyer delivers the Closing Balance Sheet to Seller, Buyer shall deliver to Seller a report setting forth its proposed calculation of Net Working Capital, Indebtedness and Other Purchase Price Adjustments, which shall be made in accordance with and in a manner consistent with the illustration set forth in Schedule 3.3, including the statement of accounting principles attached to and made a part of such assetsSchedule 3.3 (the "Closing Report"). The calculation of Net Working Capital, Indebtedness and Other Purchase Price Adjustments set forth in the Closing Report shall be binding upon both Parties, unless Seller objects, at Seller's expense, to such calculation in accordance with Section 3.3(c). (c) Notwithstanding If, within thirty (30) days after Buyer delivers the Closing Balance Sheet and the Closing Report to Seller, Seller notifies Buyer of any other provision of this Agreement objections to the contrarycalculation by Buyer of Net Working Capital, Indebtedness and Other Purchase Price Adjustments (the date upon which Seller notifies Buyer of any such objections shall be referred to herein as the "Objection Notification Date"), Buyer and Seller will attempt in good faith to agree upon the event CGLIC Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and the Other Purchase Price Adjustments Amount prior to or on the date that is forty-five (i45) fails days after the Objection Notification Date. (d) If Buyer and Seller agree prior to transfer or on the date that is forty-five (45) days after the Objection Notification Date to CIGNA Life a Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount that is different from the amount that would be calculated based upon the Closing Report, the payment described in Section 3.3(a) shall be the agreed upon amount. (e) If Buyer and Seller do not agree prior to or on the date that is forty-five (45) days after the Objection Notification Date to a Net Working Capital Adjustment Amount, the Ceded Business TrustIndebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount, as the case may be, an asset reflected payment shall be made by Buyer or Seller, as appropriate, with respect to all "agreed upon" issues on said forty-fifth (45th) day and either Party may submit the Estimated Statement remaining matters in dispute (but no other matters) to PriceWaterhouse Coopers or, if that firm declines to act as provided in this paragraph, another firm of Net Settlement or independent public accountants mutually acceptable to Buyer and Seller (in either case, the "Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary AgreementArbiter"), which firm shall make a final and binding determination as to all matters in dispute with respect to the parties agree to correct such error by effectuating a transfer or returncalculation of the Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount,, as the case may be, within forty-five (45) days after its appointment. The Final Arbiter shall send its written determination of the assets in question (or cash equal Net Working Capital, Indebtedness and Other Purchase Price Adjustments to the fair market value of such asset) promptly upon receipt of Buyer and Seller, together with a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount, as the case may be, that results from reasonable judgments by an actuary or other financial professional as to that determination, at which point the scope determination of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in Arbiter, and the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) resulting calculation of the Transferred Investment AssetsNet Working Capital Adjustment Amount, and (C) Buyer has transmitted to Sellers a Notice of Demand (the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount, as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Datecase may be, then the requirements of this Section 2.11(d) shall be applicablebinding on Buyer and Seller, absent fraud or manifest error.

Post-Closing Adjustment. (aA) In Within 90 days following the event that Closing Date, Purchaser shall prepare and deliver to the Representative a statement (the “Post-Closing Statement”) setting forth Purchaser’s good faith calculation of the actual Net Working Capital as of the Effective Time (the “Actual Net Working Capital”). During the 90 day period following the Closing Date, the Sellers shall (i) the General Account Reinsurance Premium determined by reference provide Purchaser and its representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Final Statement books and records of Net Settlement exceeds the General Account Reinsurance Premium determined by reference Sellers to the Estimated Statement extent reasonably requested by Purchaser or any of its representatives in connection with its preparation of the Post-Closing Statement, and (ii) cooperate with Purchaser and its representatives in connection with its preparation of the Post-Closing Statement. (B) Following the determination of Final Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected Working Capital in accordance with Investment Asset Identification ProtocolSection 1(g)(iv)(D), the Closing Purchase Price shall be adjusted (1) with downwards by the amount (if any) by which Final Net Working Capital is less than Estimated Net Working Capital, and (2) upwards by the amount (if any) by which Final Net Working Capital is greater than Estimated Net Working Capital. The Closing Purchase Price, as adjusted pursuant to the immediately preceding sentence, is referred to herein as the “Adjusted Purchase Price.” (C) If the Closing Purchase Price is greater than the Adjusted Purchase Price (the amount of such excess, the “Downward Adjustment Amount”), (1) Purchaser and the Representative shall jointly instruct the Escrow Agent to (x) release to Purchaser from the Escrow Account, an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods amount equal to such excess within five (5) Business Days the lesser of the delivery of Downward Adjustment Amount and all amounts remaining in the Final Statement of Net SettlementEscrow Account, plus interest on such amount from and including (y) if the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement Downward Adjustment Amount is less than the General Account Reinsurance Premium determined by reference Escrow Amount, release to the Estimated Statement Representative (for the benefit of Net Settlementthe Sellers) any amounts remaining in the Escrow Account after giving effect to the release to Purchaser described in the preceding clause (x), and (2) if the Downward Adjustment Amount exceeds the Adjustment Escrow Amount, then CIGNA Lifethe Sellers, directly jointly and severally, shall pay or from cause to be paid to Purchaser the Ceded Business Trustamount of such excess.. If the Adjusted Purchase Price is greater than the Closing Purchase Price (the amount of such excess, as determined the “Upward Adjustment Amount”), (1) Purchaser shall pay or cause to be paid to the Representative (for the benefit of the Sellers) an amount equal to the Upward Adjustment Amount, and (2) Purchaser and the Representative shall jointly instruct the Escrow Agent to release to the Representative (for the benefit of the Sellers) any amounts then remaining in the Escrow Account. Any amounts required to be paid pursuant to this Section 1(g)(iv)(C) shall be paid, by wire transfer of immediately available funds, within ten (10) days after the determination of such amount becomes final in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beSection 1(g)(iv)(D). (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) If the General Account Reinsurance Premium determined by reference to Closing Purchase Price is greater than the Final Statement of Net Settlement exceeds Purchase Price (such difference, the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement“Post-Closing Adjustment Shortfall Amount”), then Sellers shall transfer to Buyer and the Ceded Stockholders’ Agent shall, within three (3) Business Trust assets (selected Days of the determination of the Final Purchase Price in accordance with Investment Asset Identification Protocolthis Section 2.16, jointly instruct the Escrow Agent to pay the Post-Closing Adjustment Shortfall Amount to Buyer out of the Purchase Price Adjustment Escrow Fund by wire transfer in immediately available funds. If the amount of funds in the Purchase Price Adjustment Escrow Fund exceeds the Post-Closing Adjustment Shortfall Amount, then Buyer and the Stockholders’ Agent shall also jointly instruct the Escrow Agent to, after paying the Post-Closing Adjustment Shortfall Amount to Buyer, pay to each Participating Stockholder its Pro Rata Portion of the remaining amount of funds in the Purchase Price Adjustment Escrow Fund. If the Purchase Price Adjustment Escrow Fund is insufficient to cover the Post-Closing Adjustment Shortfall Amount, then Buyer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to (i) with distribute the entire Purchase Price Adjustment Escrow Fund to Buyer as provided above and (ii) pay an aggregate statutory carrying value determined amount by which the Post-Closing Adjustment Shortfall Amount exceeds the amount in accordance with the Statement Purchase Price Adjustment Escrow Fund to Buyer out of Net Settlement Methods equal the Indemnity Escrow Fund (up to the amount in the Indemnity Escrow Fund) by wire transfer in immediately available funds. Buyer and the Company agree that the Purchase Price Adjustment Escrow Fund and the Indemnity Escrow Fund shall not be the sole source of Buyer’s right to the Post-Closing Adjustment Shortfall Amount, and that the Participating Stockholders shall be severally and not jointly liable for their respective Pro Rata Portion of any shortfall after application of the foregoing. (ii) If the Final Purchase Price is greater than the Closing Purchase Price (such excess amount, the “Post-Closing Adjustment Excess Amount”), then the Company Stockholders shall be entitled to receive such excess amount, and Buyer shall, within five (5) Business Days of the delivery determination of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined Purchase Price in accordance with this Section 2.16, pay to the Coinsurance Agreement and Paying Agent an amount equal to the Ceded Business Trust Agreement, Post-Closing Adjustment Excess Amount which shall return be distributed to CGLIC assets (selected the Company Stockholders as Cash Merger Consideration in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance Section 2.8. Concurrently with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days payment of the delivery Post-Closing Adjustment Excess Amount, Buyer and the Stockholders’ Agent shall also jointly instruct the Escrow Agent to the Buyer pay to each Participating Stockholder its Pro Rata Portion of the Final Statement remaining amount of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained funds in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assetsPurchase Price Adjustment Escrow Fund. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In the event that (i) the General Account Reinsurance Premium determined by reference to If the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to Closing Date Cash Consideration is greater than the Estimated Statement of Net SettlementClosing Date Cash Consideration (any such increase, the “Price Increase”), then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocolx) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of from the delivery of date on which the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement Cash Consideration is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust AgreementSection 2.3(d), Buyer shall return pay or cause to CGLIC assets be paid to Sellers (selected in accordance with the Investment Asset Identification Protocol) previously transferred such Seller’s respective Pro Rata Share), by CGLIC wire transfer of immediately available funds to the Ceded Business Trust with account(s) designated in the Payment Spreadsheet, an aggregate statutory carrying value determined amount in accordance with the Statement of Net Settlement Methods cash equal to such shortfall the Price Increase, and (y) SD Seller and Buyer shall deliver a joint written authorization to the Escrow Agent within five (5) Business Days from the date on which the Final Closing Date Cash Consideration is determined in accordance with Section 2.3(d), instructing the Escrow Agent to release the entire Working Capital Escrow Fund to Sellers (in accordance with each such Seller’s respective Pro Rata Share), by wire transfer of the delivery immediately available funds, to the Buyer of accounts designated in the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may bePayment Spreadsheet. (bii) On If the Final Closing Date all Separate Account Assets as of such date shall be retained in Cash Consideration is less than the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Estimated Closing Date in respect of Cash Consideration (such assets. (c) Notwithstanding any other provision of this Agreement decrease, the “Price Decrease”), then SD Seller and Buyer shall deliver a joint written authorization to the contrary, in Escrow Agent within five (5) Business Days from the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected date on either the Estimated Statement of Net Settlement or which the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary AgreementClosing Date Cash Consideration is determined in accordance with Section 2.3(d), instructing the parties agree Escrow Agent to correct such error by effectuating a transfer or returnrelease to (A) Buyer, as the case may be, lesser of the assets in question (or I) an amount of cash equal to the fair market value of such asset) promptly upon receipt of a written notice Price Decrease from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. Working Capital Escrow Fund and (iII) In the event that (A) there are inaccuracies or omissions all funds then held in the factual data inputs utilized Working Capital Fund, in the calculation each case, by wire transfer of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed immediately available funds, to an account designated in writing by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating Buyer to the inventory of policies in forceEscrow Agent, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error the remaining amount of cash in the aggregate Insurance-Related Liabilities reflected on Working Capital Escrow Fund, if any after giving effect to clause (A), to Sellers (in accordance with each such Seller’s respective Pro Rata Share), by wire transfer of immediately available funds, to the Final Statement of Net Settlement or accounts designated in the aggregate statutory carrying Payment Spreadsheet; provided, however, that, subject to the limitations set forth in Section 2.3(b), if the Working Capital Escrow Fund is insufficient to cover the absolute value amount of such adjustment, then the remaining amount shall be promptly (but in any event within five (5) Business Days from the date on which the adjustment to the Closing Date Cash Consideration is determined in accordance with this Section 2.3(f)) paid to Buyer directly by Sellers by wire transfer of immediately available funds to an account designated in writing by ▇▇▇▇▇. (iii) If the Statement of Net Settlement Methods) of Final Closing Date Cash Consideration is equal to the Transferred Investment AssetsEstimated Closing Date Cash Consideration, then no adjustment shall be made to the consideration payable hereunder pursuant to this Section 2.3(f), and SD Seller and Buyer shall deliver a joint written authorization to the Escrow Agent within five (C5) Buyer has transmitted Business Days from the date on which the adjustment to the Closing Date Cash Consideration is determined in accordance with this Section 2.3(f), instructing the Escrow Agent to release the entire Working Capital Escrow Fund to Sellers a Notice (in accordance with each such Seller’s respective Pro Rata Share), by wire transfer of Demand immediately available funds, to the accounts designated in writing by SD Seller to the Escrow Agent at least five (as defined below5) with respect Business Days prior to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicablepayment.

Post-Closing Adjustment. No later than 120 days after the Closing Date (a) In the event that or such later date as mutually agreed by Buyer and Seller), Buyer shall prepare and deliver to Seller (i) a balance sheet of the General Account Reinsurance Premium determined by reference Company as of the Measurement Time (together with supporting documentation reasonably necessary for Seller to verify such balance sheet, the “Final Balance Sheet”), (ii) worksheets showing Buyer’s calculation of the: (A) Indebtedness of the Company as of the Measurement Time, plus the amount of any premiums, penalties, fees, make-whole payments or other charges incurred as a result of the payment thereof on the Closing Date as reflected in the applicable Payoff Letter (collectively, “Final Indebtedness”), (B) the amount of all Transaction Expenses unpaid as of the Measurement Time (“Final Transaction Expenses”), (C) Net Working Capital derived from the Final Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Final Statement Net Working Capital”), (D) the amount of Net Settlement exceeds all Incremental Equity Capital, if applicable (the General Account Reinsurance Premium determined by reference to “Final Incremental Equity Capital”), (E) the Estimated Statement amount of Net Settlementall Gap Period Extraordinary Expenditures, then Sellers shall transfer to if any (the Ceded Business Trust assets “Final Gap Period Extraordinary Expenditures”), and (selected in accordance with Investment Asset Identification ProtocolF) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five Interim Tax Amount (5the “Final Interim Tax Amount”) Business Days of the delivery and (iii) Buyer’s calculation of the Final Statement Closing Securities Payment, in each case, together with a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item. The Final Balance Sheet, Final Indebtedness, Final Transaction Expenses, the Final Net Working Capital, the Final Closing Securities Payment, the Final Incremental Equity Capital (if applicable), the Final Gap Period Extraordinary Expenditures (if any), and the Final Interim Tax Amount (together, the “Final Closing Items”) shall be prepared in good faith and on a basis consistent with the Audited Financial Statements. Seller and its representatives shall be entitled to reasonable access during normal business hours to all books and records of Net Settlementthe Company as may be reasonably requested by Seller for the purpose of this Section 2.4. Buyer and Seller shall promptly provide to each other all documents reasonably requested by the other to verify any of the items set forth in the Final Closing Items calculations. Seller shall have the right for 30 days following receipt of the Final Closing Items to object to any of the Final Closing Items or the calculation thereof. Any objection made by Seller shall be made in writing and shall set forth such objection in reasonable detail. Seller shall be deemed to have waived any rights to object under this Section 2.4 unless Seller furnishes its written objections to Buyer within such 30-day period. If Seller delivers an objection within such 30-day period, plus interest on such amount then Buyer and Seller shall endeavor in good faith to resolve the objections. If, at the end of a 15-day period from and including the Closing Date up to but not including the date of payment accrued at delivery of any objection by Seller or such longer period as may be mutually agreed by Buyer and Seller, there are any objections that remain in dispute, then the 60-Day Treasury Rateremaining objections in dispute shall be submitted for resolution to the Oklahoma City, Oklahoma offices of the accounting firm of Ernst & Young (the “Closing Item Arbitrator”) and, in connection with the engagement for such submission, Seller and Buyer shall execute any engagement, indemnity and other agreements as the Closing Item Arbitrator may reasonably require as a condition to such engagement in form and substance reasonably acceptable to each of the Seller and Buyer. The Closing Item Arbitrator shall determine the Final Closing Securities Payment as promptly as reasonably practicable after the objections that remain in dispute are submitted to the Closing Item Arbitrator, but in any event within 30 days after such objections that remain in dispute are submitted to the Closing Item Arbitrator. If any objections are submitted to the Closing Item Arbitrator for resolution, (i) each of Buyer and Seller shall furnish to the Closing Item Arbitrator such workpapers and other documents and information relating to such objections as the Closing Item Arbitrator may request and are reasonably available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Closing Item Arbitrator any material relating to the determination of the matters in dispute and to discuss such determination with the Closing Item Arbitrator, provided that neither Seller nor Buyer shall engage in any communication or correspondence with the Closing Item Arbitrator outside of the presence, or without the inclusion, of the other; (ii) the General Account Reinsurance Premium determined by reference to Closing Item Arbitrator must not adopt an amount of the Final Statement of Net Settlement Closing Securities Payment that is greater than the amount submitted by Seller or less than the General Account Reinsurance Premium determined amount submitted by reference to Buyer; and (iii) the Estimated Statement determination by the Closing Item Arbitrator of Net Settlement, then CIGNA Life, directly or from the Ceded Business TrustFinal Closing Securities Payment, as determined set forth in a written notice delivered to both Buyer and Seller by the Closing Item Arbitrator, shall be made in accordance with the Coinsurance this Agreement and the Ceded Business Trust AgreementSample Balance Sheet and shall be binding and conclusive on the parties and, absent manifest error, shall return to CGLIC assets (selected constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in accordance connection with any such objection; provided, however, that Buyer, on one hand, and Seller, on the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days other hand, shall bear one-half of the delivery to the Buyer costs and expenses of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury RateItem Arbitrator. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained Notwithstanding anything in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to Closing Item Arbitrator and procedures set forth herein shall be the Ceded Business Trust, as sole method for resolving any disputes regarding the case may be, an asset reflected on either the Estimated Statement of Net Settlement Final Closing Securities Payment or the Final Statement provisions of Net Settlementthis Section 2.4, provided that this Section 2.4 shall not affect the respective rights of Buyer or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either Seller under ARTICLE IX. Following the Estimated Statement final determination of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred Closing Securities Payment pursuant to this Agreement or any Ancillary Agreement)Section 2.4, if the parties agree Final Closing Securities Payment is greater than the Closing Securities Payment then Buyer shall pay to correct such error by effectuating a transfer or return, as Seller the case may be, amount of the assets Final Adjustment Amount promptly (but in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary event within five Business Days of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation determination of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary Final Closing Securities Payment) or other financial professional as to if the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on Closing Securities Payment is greater than the Final Statement of Net Settlement or in Closing Securities Payment, then Seller shall pay to Buyer the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) amount of the Transferred Investment Assets, and Final Adjustment Amount promptly (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary but in any event within five Business Days of the determination of the Final Closing Date, then the requirements of this Section 2.11(d) shall be applicableSecurities Payment).

Post-Closing Adjustment. Within three (a3) In Business Days after the event that earliest to occur of: (A) the expiration of the Closing Cash Balance Adjustment Period, (B) the expiration of the Objection Deadline Date, if no Objection Notice is delivered by said date, (C) delivery by the Seller Representative of the Acceptance Notice to Buyer and (D) the mutual or final resolution of any Unresolved Objections pursuant to Section 3.2(b) above, the “Cash Adjustment Amount” shall be calculated and distributed to Buyer or the Paying Agent (on behalf of the Sellers), as applicable, as follows: (i) the General Account Reinsurance Premium determined by reference to If the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference Closing Cash Balance is equal to the Estimated Statement of Net Settlement, then Sellers Closing Cash Balance the Cash Adjustment Amount shall transfer be deemed to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or $0.00. (ii) If (A) an Estimated Closing Cash Balance Deficit existed at the General Account Reinsurance Premium determined by reference to Closing and (B) the Final Statement of Net Settlement Closing Cash Balance is less than the General Account Reinsurance Premium determined by reference Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to Buyer and shall equal the amount of such shortfall. (iii) If (A) an Estimated Closing Cash Balance Deficit existed at the Closing and (B) the Final Closing Cash Balance is greater than the Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to the Paying Agent (on behalf of the Sellers) and shall equal the amount of such excess less the amount, if any, by which the Final Closing Cash Balance exceeds the Closing Cash Balance Cap. (iv) If (A) an Estimated Statement of Net SettlementClosing Cash Balance Surplus existed at the Closing and (B) the Final Closing Cash Balance is less than the Estimated Closing Cash Balance, then CIGNA Lifethe Cash Adjustment Amount shall be payable to Buyer and shall equal the amount of such shortfall less the amount, directly if any, by which the Estimated Closing Cash Balance exceeded the Closing Cash Balance Cap; provided, however, that if the Final Closing Cash Balance and the Estimated Closing Cash Balance are each greater than the Closing Cash Balance Cap, then the Cash Adjustment Amount shall be deemed to equal $0.00. (v) If (A) an Estimated Closing Cash Balance Surplus existed at the Closing and (B) the Final Closing Cash Balance is greater than the Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to the Paying Agent (on behalf of the Sellers) and shall equal the amount of such excess less the amount, if any, by which the Final Closing Cash Balance exceeds the Closing Cash Balance Cap; provided, however, that if the Final Closing Cash Balance and the Estimated Closing Cash Balance are each greater than the Closing Cash Balance Cap, then the Cash Adjustment Amount shall be deemed to equal $0.00. Any Cash Adjustment Amount payable to the Sellers shall be increased by the amount of any VAT attributable to the Seller Parties Transaction Expenses actually recovered by the Company prior to the date of payment, if any, and the resulting amount shall be paid by Buyer in cash by wire transfer of immediately available funds to the Paying Agent or from to the Ceded account or accounts otherwise designated by the Seller Representative in writing within three (3) Business TrustDays after the date on which the Final Closing Cash Balance Statement is finally determined. Any Cash Adjustment Amount payable to Buyer shall be decreased by the amount of any VAT attributable to the Seller Parties Transaction Expenses actually recovered by the Company prior to the date of payment, as determined if any, and the resulting amount shall be set-off against the amount of the Closing Cash Balance Set-Off Amount in accordance with Section 2.5(b) of this Agreement; provided, however, that to the Coinsurance Agreement and extent any Cash Adjustment Amount payable to Buyer is in excess of the Ceded Business Trust AgreementClosing Cash Balance Set-Off Amount, then any such excess shall return to CGLIC assets (selected be set-off against the General Set-Off Amount in accordance with the Investment Asset Identification ProtocolSection 2.5(b) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. The Closing Merger Consideration shall be adjusted after the Closing as follows: (a) In Within [**] following the event that (i) Closing Date, the General Account Reinsurance Premium determined by reference Buyer shall deliver, or cause to be delivered, to the Final Statement Company Equityholder Representative an unaudited balance sheet of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to Company (the Estimated Statement “Preliminary Closing Date Balance Sheet”) as of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected Closing prepared in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined GAAP and in accordance the form and format of Exhibit C, together with the Statement Buyer’s calculation of Net Settlement Methods equal the Adjustment Amount (and each component thereof) based on the Preliminary Closing Date Balance Sheet. (b) Subject to such excess the resolution of any disputes pursuant to this Section 1.12, within five (5) Business Days of after the delivery determination of the Final Statement of Net SettlementClosing Date Balance Sheet (as defined below), plus interest on such (i) if the Adjustment Amount is negative, the Buyer shall be entitled to a payment in an amount from and including equal to the Adjustment Amount, which shall be treated as a downward adjustment to the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or Merger Consideration for Tax purposes and (ii) if the General Account Reinsurance Premium determined by reference Adjustment Amount is positive, the Company Equityholders shall be entitled to a payment from the Buyer in an aggregate amount equal to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net SettlementAdjustment Amount, then CIGNA Life, directly or from the Ceded Business Trust, which shall be treated as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any upward adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assetsMerger Consideration for Tax purposes. (c) Notwithstanding any other provision of this Agreement If the Buyer is entitled to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred a payment pursuant to this Agreement or any Ancillary AgreementSection 1.12(b), the parties agree to correct such error by effectuating a transfer or returnBuyer and the Company Equityholder Representative shall, as within two (2) Business Days after the case may be, determination of the assets Final Closing Date Balance Sheet, deliver to the Escrow Agent a joint instruction letter signed by each such Party instructing the Escrow Agent to disburse from the Escrow Fund an amount in question (or cash equal to the fair market value Adjustment Amount to one or more accounts designated by the Buyer. If the Adjustment Amount exceeds the available Escrow Fund (as reduced by claims for indemnification pursuant to Article VII which have previously been satisfied from the Escrow Amount), the Company Equityholders shall immediately pay the Buyer their respective Equityholder Pro Rata Share of the amount of such assetexcess. If the Company Equityholders are entitled to a payment pursuant to Section 1.12(b), the Buyer shall pay the Adjustment Amount in accordance with Section 1.16. (d) promptly upon As of the thirtieth (30th) day following the delivery thereof to the Company Equityholder Representative, the Preliminary Closing Date Balance Sheet shall be final, binding and conclusive on the Parties and all Company Equityholders for purposes of this Section 1.12 unless, prior to such thirtieth (30th) day, the Company Equityholder Representative shall have notified the Buyer in writing of each item on the Preliminary Closing Date Balance Sheet disputed by the Company Equityholder Representative, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute. In the event of such a dispute, the Buyer and the Company Equityholder Representative shall work in good faith to reconcile their differences. If the Buyer and the Company Equityholder Representative are unable to reach a resolution within twenty (20) days after receipt by the Buyer of a written notice from the other party describing the error. All Company Equityholder Representative’s written notice of any such error dispute, the Buyer and the Company Equityholder Representative shall submit the items remaining in dispute for resolution to the Neutral Accountant, which shall, within thirty (30) days of such submission, determine and report to the Company Equityholder Representative and the Buyer upon such remaining disputed items, and such report shall be provided final, binding and conclusive on all Parties and the Company Equityholders, absent manifest error. In resolving any disputed items, the Neutral Accountant shall apply the accounting principles described in Section 1.12(a) and, with respect to each disputed item, the Neutral Accountant shall select a value that is equal to (or before between) the second anniversary respective values presented by the Buyer and the Company Equityholder Representative. The Neutral Accountant shall act as an expert and not as an arbitrator. A Preliminary Closing Date Balance Sheet that has either not been challenged, has been reconciled by the Parties, or has been revised by the Neutral Accountant to reflect its determinations pursuant to this Section 1.12, is referred to herein as the “Final Closing Date Balance Sheet” and shall be final, binding and conclusive on all Parties and the Company Equityholders for purposes of this Section 1.12. The fees and disbursements of the Closing Date. Neutral Accountant shall be allocated equally between the Buyer, on the one hand, and the Company Equityholder Representative (i) In on behalf of the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rateCompany Equityholders), including data (and on the omission of dataother hand. The Parties agree that the procedures set forth in this Section 1.12(d) relating for resolving disputes with respect to the inventory of policies in force, the terms of such policies, the relevant information related to the holders Preliminary Closing Date Balance Sheet or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting Adjustment Amount shall be the sole and exclusive procedures for resolving any such disputes, provided that nothing herein shall preclude any Party from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted instituting litigation in a demonstrable error in court of competent jurisdiction to enforce the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) determination of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice Neutral Accountant or any agreement of Demand (as defined below) the Parties with respect to the resolution of any such Data Input Inaccuracy prior dispute and nothing herein shall limit or impair any of the Buyer’s rights or remedies under Article VII. (e) All amounts paid pursuant to this Section 1.12 shall be treated as adjustments to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableAggregate Merger Consideration for all Tax purposes unless otherwise required by Law.

Post-Closing Adjustment. (a) In the event that (i) If the General Account Reinsurance Premium determined by reference Actual Sprintank Fixed Asset Amount is greater than $12,430,217, the Purchaser shall pay to the Final Statement Seller, within two (2) business days after determination thereof, the amount of Net Settlement exceeds such excess; provided that if the General Account Reinsurance Premium determined by reference Actual Sprintank Fixed Asset Amount is less than $12,430,217, the Purchaser shall be entitled to receive from the Estimated Statement Holdback, within two (2) business days after the determination thereof, the amount of Net Settlementsuch shortfall (provided, then Sellers shall transfer to however, that if the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement Holdback is less than the General Account Reinsurance Premium determined by reference amount of such shortfall, the Seller shall pay to the Estimated Statement of Net SettlementPurchaser, then CIGNA Life, directly or from within two (2) business days after the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days determination of the Actual Sprintank Fixed Asset Amount, the amount by which the Holdback is less than the amount of such shortfall) by wire transfer or delivery of other immediately available funds. Such payment shall be deemed to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any be an adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may beSprintank Purchase Price. (bii) On If the Closing Date all Separate Account Assets as Actual Sprintank Prepaid Expenses Amount is greater than $64,441, the Purchaser shall pay to the Seller, within two (2) business days after determination thereof, the amount of such date excess; provided that if the Actual Sprintank Prepaid Expenses Amount is less than $64,441, the Purchaser shall be retained in entitled to receive from the corresponding Modco AccountHoldback, within two (2) business days after the determination thereof, the amount of such shortfall (provided, however, that if the Holdback is less than the amount of such shortfall, the Seller shall pay to the Purchaser, within two (2) business days after the determination of the Actual Sprintank Prepaid Expenses Amount, the amount by which the Holdback is less than the amount of such shortfall) by wire transfer or delivery of other immediately available funds. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers Such payment shall cause such assets be deemed to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after an adjustment to the Closing Date in respect of such assetsSprintank Purchase Price. (ciii) Notwithstanding any other provision If the Actual Sprintank Inventory Amount is less than $200,000, the Purchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, the amount of this Agreement such shortfall (provided, however, that if the Holdback is less than the amount of such shortfall, the Seller shall pay to the contraryPurchaser, in within two (2) business days after the event CGLIC (idetermination of the Actual Sprintank Inventory Amount, the amount by which the Holdback is less than the amount of such shortfall) fails by wire transfer or delivery of other immediately available funds. Such payment shall be deemed to transfer to CIGNA Life or be an adjustment to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing DateSprintank Purchase Price. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. Within forty five (a45) In days after the event Closing Date, Chateau OP shall prepare and deliver to Housing a new Closing Date Balance Sheet setting forth the Working Capital Amount as of the Closing Date (the "Chateau Balance Sheet"). The Chateau Balance Sheet shall be prepared at Chateau's expense in accordance with GAAP and in a manner consistent with CWS's past practices (using GAAP and consistently applied adjustments). If Chateau OP fails to deliver the Chateau Balance Sheet or the Working Capital Amount as set forth on the Chateau Balance Sheet does not vary by more than $50,000 from the Working Capital Amount set forth on the original Closing Date Balance Sheet prepared by CWS, then there shall be no adjustment to the Cash Amount Per Share. If the difference is greater than $50,000 then within thirty (30) days after receipt of the Chateau Balance Sheet, Housing shall deliver to Chateau (at Housing's expense) a written statement describing its objections, if any, thereto. Unless Housing so objects within such period, the Chateau Balance Sheet shall become final and binding upon all parties. If Housing objects within such period and the parties cannot agree on how to amend the Chateau Balance Sheet and make it final and binding within another fifteen (15) days, such objections shall be resolved by a "Big Five" accounting firm other than PricewaterhouseCoopers or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ which shall be instructed to resolve such dispute within thirty (30) days and prepare a final Closing Date Balance Sheet (the "Final Balance Sheet"). The resolution of disputes by the arbitrating accounting firm so selected shall be set forth in writing and shall be conclusive and binding upon the parties and the Final Balance Sheet shall become final and binding upon the date of such resolution. The fees and expenses of such accounting firm shall be paid one-half by Chateau and one-half by Housing. At the earlier of the time that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement exceeds the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from Chateau Balance Sheet becomes final and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, binding or (ii) the General Account Reinsurance Premium determined by reference Final Balance Sheet is delivered to the parties, any positive difference in excess of $50,000 between the Working Capital Amount as set forth on the original Closing Date Balance Sheet prepared by CWS and the Working Capital Amount on the Final Statement Balance Sheet shall be paid by Chateau to Housing and any negative difference in excess of Net Settlement is less than the General Account Reinsurance Premium determined $50,000 shall be paid by reference Housing to the Estimated Statement of Net SettlementChateau, then CIGNA Life, directly or from the Ceded Business Trust, as determined in each case in accordance with the Coinsurance Agreement and the Ceded Business Trust CWS Share Purchase Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicable.

Post-Closing Adjustment. (a) In Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (ix) the General Account Reinsurance difference obtained by subtracting the Paid Premium determined by reference to Amount from the Final Statement of Net Settlement exceeds Updated Premium Amount plus (y) the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount difference for the number of calendar days from and including the Closing Date up to but not including excluding the date of payment accrued Settlement Date (the "Interest Period") at the 60-Day Treasury Federal Funds Rate, or ; and (ii) in the General Account Reinsurance event that the Paid Premium determined Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by reference wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the Final Statement of Net Settlement is less than difference obtained by subtracting the General Account Reinsurance Updated Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or Amount from the Ceded Business Trust, as determined in accordance with Paid Premium Amount plus (y) the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including difference for the Closing Date up to but not including the date of payment accrued Interest Period at the 60-Day Treasury Federal Funds Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (bd) On the Closing Date all Separate Account Assets Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or any of the value of Transferred Investment Assets not addressed by payments set forth in this Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (and the omission of data) relating to the inventory of policies in force2.6, the terms matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) firm with respect to any such Data Input Inaccuracy prior matter referred to it for settlement. Purchaser and Seller agree to share equally the second anniversary fees and charges of such firm for services rendered by it in resolving the Closing Date, then disputed matters referred to it by the requirements of this Section 2.11(d) shall be applicableparties hereto.

Post-Closing Adjustment. (a) In If the event that (i) the General Account Reinsurance Premium determined by reference Post-Closing Adjustment is a positive amount, Buyer shall pay an amount equal to the Final Statement of Net Settlement exceeds Post-Closing Adjustment to Seller. If the General Account Reinsurance Premium determined by reference Post-Closing Adjustment is a negative amount, Seller shall repay an amount equal to the Estimated Statement absolute value of Net Settlementthe Post-Closing Adjustment to Buyer. Any payment due under this Section 3.05 shall be paid by wire transfer of immediately available funds to a bank account designated by Seller or a bank account designated by Buyer, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such excess as applicable, within five (5) Business Days of after the delivery of date on which the Final Closing Statement of Net Settlement, plus interest becomes conclusive and binding on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined Parties in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreementprovisions of Section 3.04, and, if not paid within such period, shall return to CGLIC assets (selected bear interest at the Interest Rate. All computations of interest shall be made in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury RateSection 13.17. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be. (b) On the Closing Date all Separate Account Assets as of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets. (c) Notwithstanding any other provision of this Agreement anything herein to the contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (Buyer and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties Seller agree to correct such error by effectuating a transfer or return, as the case may be, of the assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (Aa) there are inaccuracies or omissions in if the factual data inputs utilized in estimated amount of Liabilities under the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate), including data (Taiwan Labor Standards Act Retirement Plan and the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) Taiwan Supplementary Pension Plan arising with respect to such Data Input Inaccuracy prior to the second anniversary Active Participants as of the Effective Time (as such amount is mutually agreed in good faith after Closing Dateby Buyer and Seller) (the “Trued-Up Taiwan Pension Amount”) is less than $954,000, then either (x) the requirements amount of this Section 2.11(d) the Post-Closing Adjustment to be paid to Seller shall be increased (if the Post-Closing Adjustment is a positive amount) or (y) the amount of the Post-Closing Adjustment to be paid to Buyer shall be decreased (if the Post-Closing Adjustment is a negative amount), as applicable, by the amount by which the Trued-Up Taiwan Pension Amount is less than $954,000 and (b) if the Trued-Up Taiwan Pension Amount is higher than $954,000, either (x) the amount of the Post-Closing Adjustment to be paid to Seller shall be decreased (if the Post-Closing Adjustment is a positive amount) or (y) the amount of the Post-Closing Adjustment to be paid to Buyer shall be increased (if the Post-Closing Adjustment is a negative amount), as applicable, by the amount by which the Trued-Up Taiwan Pension Amount is higher than $954,000.

Post-Closing Adjustment. (1) If the Purchase Price set forth in the Closing Statements is equal to the Estimated Purchase Price set forth in the Estimated Statements, then no further adjustment will be made to the Purchase Price and, with respect to the Adjustment Escrow Fund, the Purchaser and the Vendors shall provide joint written instructions to the Escrow Agent to release to each of the Vendors their Pro Rata Portion of the Adjustment Escrow Fund, by wire transfer of immediately available funds to the accounts designated by the Vendors. (2) If the Purchase Price set forth in the Closing Statements is greater than the Estimated Purchase Price set forth in the Estimated Statements, then the Purchaser shall pay to the Vendors the amount of such difference as follows: (a) In the event that (i) Purchaser and the General Account Reinsurance Premium determined by reference Vendors shall provide joint written instructions to the Final Statement Escrow Agent to release to each of Net Settlement the Vendors their Pro Rata Portion of the Adjustment Escrow Fund, by wire transfer of immediately available funds to the accounts designated by the Vendors; and (b) to the extent that the difference owed by the Purchaser to the Vendors exceeds the General Account Reinsurance Premium determined amount of the Adjustment Escrow Fund, the Purchaser shall pay to each of the Vendors their Pro Rata Portion of the remaining balance by reference wire transfer of immediately available funds to the Estimated Statement of Net Settlement, then Sellers shall transfer to accounts designated by the Ceded Vendors within two Business Trust assets (selected Days after the Draft Closing Statements become the Closing Statements in accordance with Investment Asset Identification ProtocolSection 2.6(4) with an aggregate statutory carrying value determined in accordance with or Section 2.6(5) (the Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC“Adjustment Date”), as the case may be. (b3) On If the Purchase Price set forth in the Closing Date all Separate Account Assets as Statements is less than the Estimated Purchase Price set forth in the Estimated Statements, then the Vendors shall pay to the Purchaser the amount of such date shall be retained in the corresponding Modco Account. In the event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to be transferred thereto promptly after discovery thereof, together with any interest, dividends or other earnings after the Closing Date in respect of such assets.difference as follows: (ca) Notwithstanding any other provision of this Agreement if the difference owed by the Vendors to the contrary, in Purchaser exceeds the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, amount of the assets in question (or cash equal to Adjustment Escrow Fund, then on the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Adjustment Date., (i) In the event that Purchaser and the Vendors shall provide joint written instructions to the Escrow Agent to release to the Purchaser the Adjustment Escrow Fund, by wire transfer of immediately available funds to an account designated by the Purchaser; and (Aii) there are inaccuracies or omissions each of the Vendors shall pay to the Purchaser their Pro Rata Portion of the remaining balance owed to the Purchaser by wire transfer of immediately available funds to the account designated by the Purchaser. (b) If the difference owed by the Vendors to the Purchaser is less than the amount of the Adjustment Escrow Fund, then on the Adjustment Date, the Purchaser and the Vendors shall provide joint written instructions to the Escrow Agent to release: (i) to the Purchaser from the Adjustment Escrow Fund an amount equal to such difference, by wire transfer of immediately available funds to an account designated by the Purchaser; and (ii) to each of the Vendors their Pro Rata Portion of the remaining balance of the Adjustment Escrow Fund (after the payment to the Purchaser in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Section 2.11(c) (such as inputting the wrong CUSIP number or interest rate2.7(3)(b)(i)), including data (and by wire transfer of immediately available funds to accounts designated by the omission of data) relating to the inventory of policies in force, the terms of such policies, the relevant information related to the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by an actuary or other financial professional as to the scope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); (B) such Data Input Inaccuracy has resulted in a demonstrable error in the aggregate Insurance-Related Liabilities reflected on the Final Statement of Net Settlement or in the aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the Transferred Investment Assets, and (C) Buyer has transmitted to Sellers a Notice of Demand (as defined below) with respect to such Data Input Inaccuracy prior to the second anniversary of the Closing Date, then the requirements of this Section 2.11(d) shall be applicableVendors.