The Metlife Plan For Transition Assistance For Officers - METLIFE INC - 2-25-2011 by MET-Agreements

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									                                                  EXHIBIT 10.83

                           AMENDMENT NUMBER ELEVEN TO
              THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE (the "Plan") is hereby amended as follows:

1. Section 4.2 of the Plan is hereby amended by replacing it in its entirety with the following:

SS. 4.2 PAYMENT OF SEVERANCE PAY: Payment of Severance Pay shall be made in a lump sum as soon
as practicable following the legally effective date of the Separation Agreement; provided, however, that a
Participant whose Date of Discontinuance of Employment is on or before December 31, 2006, and who was
notified by the Participant's management in writing no later than June 30, 2006 that the Participant's Date of
Discontinuance of Employment was anticipated to be no later than December 31, 2006, shall have the
opportunity (in such form as determined by the Plan Administrator) to elect to receive Severance Pay in
installments paid on or about the same dates and by similar means as the Company's or Subsidiary's payroll
payments, commencing after the effective date of the Separation Agreement and ending on the next payroll date
following the number of weeks of Equivalent Week's Salary to be paid to the Participant in Severance Pay
following the Participant's Date of Discontinuance of Employment; provided further, that if the Participant has
elected to receive Severance Pay in installments and the time over which installment payments of Severance Pay
are to be made has expired prior to the effective date of the Separation Agreement, Severance Pay will be paid
in a lump sum as soon as practicable following the effective date of the Separation Agreement; provided further,
that if the Participant has elected to receive Severance Pay in installments and the time over which installment
payments of Severance Pay are to be made would otherwise end later than March 15 of the calendar year
following the Date of Discontinuance of Employment (the "Payment Deadline"), any Severance Pay remaining
unpaid as of the Payment Deadline will be paid in a lump sum on the later of the Payment Deadline or the
effective date of the Separation Agreement; provided further, that unless waived by the Plan Administrator in its
sole and absolute discretion, a Participant's election shall be final and irrevocable. No interest on any delayed or
installment payment of Severance Pay to the Participant shall be due.

2. Section 1.4.11 of the Plan is hereby amended by replacing it in its entirety with the following:

SS. 1.4.11 JOB ELIMINATION: "Job Elimination" means the Company's or Subsidiary's determination that an
Employee's position has been or will be eliminated because of a Company or Subsidiary staffing adjustment or
other organizational change, expense reduction considerations, office closings or relocations (including but not
limited to adjustments in the number of staff in a department or unit or the elimination of all or some of the
functions of a department or unit), in which the Employee will not be replaced by another person in the same
position, except where the Employee was, as of or immediately before the Date of Discontinuance of
Employment, on a leave of absence or otherwise in inactive status for more than one year (i.e., does not return
from leave or inactive status by the first anniversary of the beginning of the leave or inactive status)



and is not returning immediately upon the conclusion of either (a) leave under the Family and Medical Leave Act
or other law providing legally-protected leave, or (b) leave granted by the Company or Subsidiary as a
reasonable accommodation of medical limitations.

3. Section 1.4.05(b) of the Plan is hereby amended by replacing each reference to "Affiliate" with "MetLife
Enterprise Affiliate."

4. Section 4.4 of the Plan is hereby amended by replacing each reference to "Affiliate" with "MetLife Enterprise
Affiliate."

5. Article 1 of the Plan is hereby amended by adding Section 1.4.22:

SS. 1.4.22 METLIFE ENTERPRISE AFFILIATE: "MetLife Enterprise Affiliate" means MetLife, Inc., any
Affiliate, or any "affiliate" of MetLife, Inc. as that terms is defined in Rule 12b-2 of the General Rules and
Regulations of the Securities Exchange Act of 1934, as amended from time to time, including any corporation,
partnership, joint venture, limited liability company, or other entity in which MetLife, Inc. owns, directly or
indirectly, at least fifty percent (50%) of the total combined number of all securities entitling the holders thereof to
vote in an annual election of directors of the company, or of the capital interests or profits interest of such
partnership or entity.

6. Section 1.4.16(c) of the Plan is hereby amended by replacing it in its entirety with the following:

(c) if the Employee's performance rating on the most recent annual performance review is "2," whose
performance rating for the annual performance review immediately preceding the most recent annual review is no
lower than "3;"

7. Section 5.5 of the Plan is hereby amended by adding Section 5.5(c) as follows:

(c) Any person must exhaust the claims and review process described in this Section 5.5 of the Plan as a
condition of bringing legal action under or related to the Plan. No claim for rights or benefits under the Plan, or
otherwise arising under the Plan, will be valid if it is brought more than six (6) months after the end of the Plan
Year in which that person's Date of Discontinuance occurred. No suit to recover benefits under this Plan shall be
brought more than six months (6) months following the exhaustion of the claims and review process described in
this Plan.

8. Section 1.4.05(b)(4) is hereby amended by replacing the reference to "Subsidiary" with "MetLife Enterprise
Affiliate."

9. Section 1.4.21 is hereby amended by deleting Sections 1.4.21(b) "MetLife Securities, Inc.," 1.4.21(c)
"MetLife Trust Company, N.A.," and
1.4.21(d) "Edison Supply and Distribution, Inc.," in their respective entireties, and relettering the resulting parts of
Section 1.4.21 accordingly.

10. Section 1.4.19 is hereby amended by replacing each reference to "the Other Information" section of the
MetLife Options Plus Summary Plan Description Book" and each reference to "the MetLife Options Plus



Summary Plan Description Book" and each reference to "the Company's Continuous Service Date Policy" with
"the Summary Plan Description of the Metropolitan Life Retirement Plan for United States Employees."

11. Section 1.4.09(c)(1) of the Plan is hereby amended by replacing it in its entirety with the following:

"(1) an officer of the Company, MetLife Group, Inc., Metropolitan Property and Casualty Insurance Company,
or MetLife Bank, National Association;"

12. Section 1.4.09(c) of the Plan is hereby amended by deleting Section
1.4.09(c)(2) "an employee of MetLife Trust Company, N.A. holding the title of President or Senior Vice
President;" and relettering the resulting parts of
Section 1.4.09(c) accordingly.

13. This amendment shall be effective with regard to Participants with a Date of Discontinuance of Employment
on or after March 2, 2006, but will not apply to any Participant whose Separation Agreement became final prior
to January 1, 2006.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by an officer thereunto
duly authorized on the date noted below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

                                 By /s/ Debra Capolarello
                                    ----------------------------------------
                           Date: 2-28-06
                                 -------------------------------------




                            /s/ Judith N. Eidenberg
                            ------------------------------------------
                            Witness




                                                                                      Exhibit 10.96 

                          AMENDMENT NUMBER ONE TO
           THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS
                       ( Amended and Restated Effective January 1, 2010 )
     THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the “Plan”) is hereby
amended as follows:
  Section 1.4.05 of the Plan is hereby amended, by way of clarification, by adding the following 
  phrase at the end of subsection (b)(4) thereof to read as follows:
  “or is eligible under any other severance plan maintained or sponsored by the Company, a
  Subsidiary or a MetLife Enterprise Affiliate” 
     IN WITNESS WHEREOF, Metropolitan Life Insurance Company has caused this amendment to
be executed by an officer thereunto duly authorized on the date noted below the officer’s signature.
METROPOLITAN LIFE INSURANCE COMPANY
                                     
By:         /s/ Lynne E. DiStasio
                 
                                     
                                     
Name/Title: Lynne E. DiStasio, VP
                 
                                     
                                     
Date:       December 15, 2010
                 
                                     
                                     
Witness:  /s/ Lucida Plummer
                 
                                     
                                     

                                             Exhibit 10.97

                                           [Execution Copy]

                                     ONE MADISON AVENUE

                                          PURCHASE AND

                                        SALE AGREEMENT

                                             BETWEEN

                        METROPOLITAN LIFE INSURANCE COMPANY,

                                       a New York corporation,

                                             AS SELLER,

                                                 AND

                                   1 MADISON VENTURE LLC,

                                  a Delaware limited liability company,
                                         AND

                           COLUMN FINANCIAL, INC.

                                 a Delaware corporation,

                        COLLECTIVELY AS PURCHASER

                                 As of March 29, 2005



                                TABLE OF CONTENTS

                                                                             Page #

ARTICLE I PURCHASE AND SALE

     Section 1.1       Agreement of Purchase and Sale ....................       1

     Section 1.2       Property Defined ..................................       2

     Section 1.3.      Purchase Price ....................................       2

     Section 1.4       Payment of Purchase Price .........................       2

     Section 1.5       Deposit ...........................................       3

     Section 1.6       Escrow Agent ......................................       3


ARTICLE   II TITLE AND SURVEY

     Section 2.1       Title Inspection Period ...........................       4

     Section 2.2       Pre-Closing .......................................       4

     Section 2.3       Permitted Exceptions ..............................       4

     Section 2.4       Violations ........................................       6

     Section 2.5       Conveyance of Title ...............................       6


ARTICLE III REVIEW OF PROPERTY

     Section 3.1       Right of Inspection ...............................       6

     Section 3.2       Property Reports ..................................       7


ARTICLE IV   CLOSING

     Section 4.1       Time and Place ....................................       7

     Section 4.2       Seller's Obligations at Closing ...................       8

     Section 4.3       Purchaser's Obligations at Closing ................      10

     Section 4.4       Credits and Prorations ............................      11

     Section 4.5       Transaction Taxes and Closing Costs ...............      14



     Section 4.6       Conditions Precedent to Obligations of Purchaser ..      15

     Section 4.7       Conditions Precedent to Obligations of Seller .....      15
ARTICLE V    REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 5.1        Representations and Warranties of Seller ..........   16

     Section 5.2        Knowledge Defined .................................   17

     Section 5.3        Modifications of Seller's Representations and
                          Warranties ......................................   17

     Section 5.4        Survival of Seller's Representations and
                          Warranties ......................................   18

     Section 5.5        Covenants of Seller ...............................   18

     Section 5.6        Representations and Warranties of Purchaser .......   19

     Section 5.7        Survival of Purchaser's Representations and
                          Warranties ......................................   20


ARTICLE VI    DEFAULT

     Section 6.1        Default by Purchaser ..............................   20

     Section 6.2        Default by Seller .................................   20

     Section 6.3        Recoverable Damages ...............................   21


ARTICLE VII    RISK OF LOSS

     Section 7.1        Minor Damage or Condemnation ......................   21

     Section 7.2        Major Damage ......................................   21

     Section 7.3        Definition of "Major" Loss or Damage ..............   21

     Section 7.4        General Obligations Law ...........................   21


ARTICLE VIII   COMMISSIONS

     Section 8.1        Brokerage Commissions .............................   22



ARTICLE IX    DISCLAIMERS AND WAIVERS

     Section 9.1        No Reliance on Documents ..........................   22

     Section 9.2        AS-IS SALE; DISCLAIMERS ...........................   22

     Section 9.3        Survival of Disclaimers ...........................   24


ARTICLE X    MISCELLANEOUS

     Section 10.1       Confidentiality ..................................    24

     Section 10.2       Public Disclosure ................................    25

     Section 10.3       Assignment .......................................    25

     Section 10.4       Notices ..........................................    26

     Section 10.5       Modifications ....................................    27

     Section 10.6       Entire Agreement .................................    27

     Section 10.7       Further Assurances ...............................    27

     Section 10.8       Counterparts .....................................    27

     Section 10.9       Facsimile Signatures .............................    27
                 Section 10.10    Severability .....................................                 27

                 Section 10.11    Applicable Law ...................................                 28

                 Section 10.12    No Third-Party Beneficiary .......................                 28

                 Section 10.13    Captions .........................................                 28

                 Section 10.14    Construction .....................................                 28

                 Section 10.15    Recordation ......................................                 28

                 Section 10.16    Audit Rights and Tenant Reconciliation
                                    Statements .....................................                 28

                 Section 10.17    Termination of Agreement .........................                 29

                 Section 10.18    1031 Exchange ....................................                 29

                 Section 10.19    One Madison Avenue Address .......................                 29

                 Section 10.20    MetLife Lease ....................................                 29

                 Section 10.21    Industrial and Commercial Incentive Program ......                 30



                 Section 10.22     Transfer Fee .....................................                30

                 Section 10.23     Joint and Several Liability ......................                32




                                  PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of March 29, 2005 (the "Effective
Date"), by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Seller") and 1 MADISON VENTURE LLC, a Delaware limited liability company and COLUMN
FINANCIAL, INC, a Delaware corporation (collectively, "Purchaser").

                                             W I T N E S S E T H:

                                                  ARTICLE I

                                           PURCHASE AND SALE

Section 1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following:

(a) the condominium units (the "Units") designated and described by the unit numbers listed on Exhibit A attached
hereto and made a part hereof together with the appurtenant percentage interest of Seller in the common elements
in the building (the "Building") known as One Madison Avenue Condominium (the "Condominium") and by the
street address One Madison Avenue, Borough of Manhattan, City, County and State of New York, which Units
are described in the declaration (the "Declaration") establishing under Article 9-B of the Real Property Law of the
State of New York a plan for condominium ownership of the Building and the land more particularly described
on Exhibit B attached hereto and made a part hereof upon which the Building is located (the "Land"), which
Declaration is dated as of December 28, 2001 and was recorded in the Office of the Register of the City of New
York, New York County (the "Register's Office") on December 31, 2001, in Reel 3418, Page 0945, as
amended by Amendment to Declaration dated as of December 17, 2003 and recorded in the Register's Office
on February 25, 2005 under CRFN 2005000115754, together with the undivided percentage interests in the
Common Elements (as such term is defined in the Declaration, such definition being incorporated herein by
reference) and any easements appurtenant to the Units as set forth in the Declaration. The Units are designated
by the tax lot numbers listed on Exhibit A hereto on the Tax Map of the Real Property Assessment Department
of the City of New York, Borough of Manhattan, and on the floor plans of the Building certified by HLW
International LLP, as Condominium Plan Number 1223 filed in the Register's Office on December 31, 2001; the
Building consists of two interconnected buildings: (i) a two-basement and fifteen-story structure, including two
mechanical floors (the "South Building") and (ii) a two-basement and fifty-story structure (the "Tower")

(b) any and all of Seller's right, title and interest in and to all tangible personal property (excluding cash, any
software, any of the Wyeth or other paintings, sculptures or any other



"Works of Art" (as such term is defined in the Net Lease, which Net Lease is more particularly described in
Section 1.1 (c) below, and also excluding any furniture or other personal property existing on the second floor of
the Tower and the Liebert UPS device located on the 38th floor of the Tower) if any, located at the Land and
Building (the Land and Building are sometimes herein collectively referred to as the "Physical Property"), and
used exclusively in connection with the operation of any portion of the Physical Property (the property described
in clause (b) of this Section 1.1 being herein referred to collectively as the "Personal Property"). So that there is
no misunderstanding, it is understood and agreed between the parties that the Wyeth paintings listed on Exhibit R,
attached hereto and made a part hereof, are included within Works of Art, are not included in the Personal
Property, are not for sale, and shall remain the property of Seller;

(c) any and all of Seller's right, title and interest in and to that certain Amended and Restated Lease dated as of
December 17, 2003, between Metropolitan Life Insurance Company, as Landlord, and Credit Suisse First
Boston (USA), Inc., as tenant, which amended and restated in its entirety that certain Lease between
Metropolitan Life Insurance Company, as landlord, and Credit Suisse First Boston (USA), Inc., as tenant (the
"Tenant") dated as of February 22, 2001, covering those Units listed in Exhibit A-1 attached hereto and made a
part hereof (the "Net Lease) and any other leases, licenses and occupancy agreements and amendments thereof
covering all or any portion of the Units, to the extent they are in effect on the date of the Closing (as such term is
defined in Section 4.1 hereof) (the property described in clause (c) of this
Section 1.1 being herein referred to collectively as the "Leases"), together with all rents, reimbursements of real
estate taxes and operating expenses, and other sums due thereunder (the "Rents") and any and all security
deposits in Seller's possession in connection therewith (the "Security Deposits"); and

(d) any and all of Seller's right, title and interest in and to (i) all assignable contracts and agreements and the
Revocable Consents (as such term is hereinafter defined; collectively, the "Operating Agreements") listed and
described on Exhibit C attached hereto and made a part hereof, relating to the upkeep, repair, maintenance or
operation of the Units or the Personal Property, and (ii) all assignable existing warranties and guaranties (express
or implied) issued to Seller in connection with the Real Property (as hereinafter defined) or the Personal Property
to the extent not assigned to the Tenant under the Net Lease, and (iii) all assignable existing permits, licenses,
approvals and authorizations issued by any governmental authority in connection with the Property (as hereinafter
defined) (the property described in clause (d) of this
Section 1.1 being sometimes herein referred to collectively as the "Intangibles").

Section 1.2 Property Defined. The Seller's right, title and interest in and to the Units and appurtenant common
elements is hereinafter sometimes referred to collectively as the "Real Property." The Real Property, the Personal
Property, the Rents, the Security Deposits, the Leases and the Intangibles are hereinafter sometimes referred to
collectively as the "Property."

Section 1.3 Purchase Price. Seller is to sell and Purchaser is to purchase the Property for the amount of NINE
HUNDRED EIGHTEEN MILLION DOLLARS ($918,000,000) (the "Purchase Price").

Section 1.4 Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and
adjustments as herein provided, shall be payable in full at Closing in

                                                            2


cash by wire transfer of immediately available funds to the bank account or accounts designated by Seller in
writing to Purchaser prior to the Closing.

Section 1.5 Deposit. Simultaneously with Purchaser's delivery of this Agreement, Purchaser shall deposit the
Deposit (as hereinafter defined) in escrow with JP Morgan Chase Bank, N.A. (the "Escrow Agent"), having its
office at New York Escrow Services, 4 New York Plaza, 21st Floor, New York, New York 10004 (ABA No:
021-000-021; Account Number: 507955013), the sum of Sixty Million Dollars ($60,000,000) (the "Deposit") in
good funds, either by certified bank or cashier's check or by federal wire transfer. The Escrow Agent shall hold
the Deposit in an interest-bearing account reasonably acceptable to Seller and Purchaser, in accordance with the
terms and conditions of this Agreement. All interest earned on the Deposit shall become a part of the Deposit and
shall be deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees
imposed on the Deposit account. The terms of the immediately preceding sentence shall survive Closing and any
termination of this Agreement. The Deposit shall be distributed in accordance with the terms of this Agreement.
The failure of Purchaser to timely deliver any Deposit hereunder shall be a material default, and shall entitle Seller,
at Seller's sole option, to terminate this Agreement immediately.

Section 1.6 Escrow Agent.

Escrow Agent shall hold and dispose of the Deposit in accordance with the terms of this Agreement. Seller and
Purchaser agree that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be
expressly limited to the safekeeping and disposition of the Deposit in accordance with this Agreement. Escrow
Agent shall incur no liability in connection with the safekeeping or disposition of the Deposit for any reason other
than Escrow Agent's willful misconduct or gross negligence. In the event that Escrow Agent shall be in doubt as
to its duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting
instructions from Purchaser and Seller with respect to the Deposit, Escrow Agent shall not disburse the Deposit
and shall, at its option, continue to hold the Deposit until both Purchaser and Seller agree in writing as to its
disposition or until a final judgment is entered by a court of competent jurisdiction directing its disposition, or
Escrow Agent shall interplead the Deposit in accordance with the laws of the state in which the Property is
located.

Escrow Agent shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss
of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon or for any
loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is
deposited.

Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections
1.5 and 1.6 hereof.

                                                          3


                                                    ARTICLE II

                                              TITLE AND SURVEY

Section 2.1 Title Inspection Period. Purchaser acknowledges and agrees that
(a) Seller has furnished to Purchaser prior to the Effective Date: (i) a current preliminary title report dated
December 18, 2004 (the "Title Commitment"), issued by Chicago Title Insurance Company on the Real
Property, accompanied by copies of all documents referred to in the report; (ii) a copy of the land title survey
("the "Survey") prepared by Link Land Surveyors, P.C. dated March 9, 2005, and (iii) copies of the most recent
property tax bills for the Property;
(b) Purchaser has had an opportunity, prior to the Effective Date, to order its own title report and survey for the
Physical Property; and (c) any and all matters (the "Existing Title, Tax and Survey Matters") referred to, reflected
in or disclosed by, the materials referred to in the preceding sub-paragraphs (a)
(i) through (iii), inclusive, have been agreed to and accepted by Purchaser (including but not limited to, any and all
exceptions of title set forth in Schedule B of the Title Commitment) and that, as of the Effective Date, Purchaser
has approved the Existing Title, Tax and Survey Matters and the condition of title to the Real Property.

Section 2.2 Pre-Closing "Gap" Title Defects. Purchaser may, after the Effective Date but prior to the Closing,
notify Seller in writing (the "Gap Notice") of any objections to title (a) raised by the Title Company (as defined in
Section 2.5 hereof) between the Effective Date and the Closing and (b) not disclosed by the Title Company or
otherwise disclosed in writing to Purchaser prior to the Effective Date; provided that Purchaser must notify Seller
of such objection to title within two (2) business days of being made aware of the existence of such exception. If
Purchaser issues a Gap Notice to Seller, Seller shall have five (5) business days after receipt of the Gap Notice
to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing;
provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not
beyond thirty (30) days; or (b) that Seller elects not to cause such exceptions to be removed. The procurement
by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.5 hereof) or an
endorsement thereto (in form and substance reasonably acceptable to Purchaser) insuring Purchaser against any
title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such
disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have five (5) business days
in which to notify Seller that Purchaser will nevertheless proceed with the purchase and take title to the Property
subject to such exceptions, or that Purchaser will terminate this Agreement. If this Agreement is terminated
pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or
obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this
Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred
hereunder. If Purchaser shall fail to notify Seller of its election within said five-day period, Purchaser shall be
deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions.

Section 2.3 Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are
hereinafter referred to as the "Permitted Exceptions":

(a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any
subdivision or parcel map affecting the Property which are set

                                                          4


forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those
which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which
Purchaser has elected to accept the conveyance of the Property;

(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof,
or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been
unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the
conveyance of the Property;

(c) the rights of tenants under the Leases;

(d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing,
subject to adjustment as herein provided;

(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and
zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;

(f) items shown on the Survey;

(g) the Declaration and the By-Laws of the Condominium;

(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel
connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue,
New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995
(bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");

(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks
Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a
National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of
the Tower in the New York State Register of Historic Places by the New York State Historic Preservation
Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities
in connection with such designations and listings.

(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the
Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the
Effective Date;

(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the
Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth
Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice,
to remove the Wyeth Paintings

                                                           5


from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The
rights of Seller under this subdivision
(l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing
and the transfer of the Property to Purchaser; and

(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on
March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.

Section 2.4 Violations. Purchaser shall accept title to the Property subject to any note or notices of violations of
Law or municipal ordinances, orders or requirements noted or issued by any governmental department having
jurisdiction over the Property, against or affecting the Property, or relating to conditions thereat at the date hereof
or the Closing.

Section 2.5 Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser all of the estate and
rights of Seller in and to the Units, by execution and delivery of the Deed (as defined in Section 4.2(a) hereof). If
at the Closing there shall be any liens, encumbrances or charges affecting title which are not permitted pursuant to
this Agreement, Seller may, at Seller's option upon request from Seller to Purchaser, require Purchaser to apply
such portion of the Purchase Price as shall be necessary to discharge such liens, encumbrances and charges and
pay the recording fees for the same, and in such event, Seller shall deliver to Purchaser instruments in recordable
form sufficient to discharge the same of record. Evidence of delivery of title in accordance with the terms of this
Section 2.5 shall be the issuance by Chicago Title Insurance Company, or another national title company (the
"Title Company"), of a 1992 ALTA Owner's Policy of Title Insurance (the "Title Policy") covering the Real
Property, in the full amount of the Purchase Price, subject only to the Permitted Exceptions.

                                                   ARTICLE III

                                            REVIEW OF PROPERTY

Section 3.1 Right of Inspection. Purchaser acknowledges and agrees that it has had an opportunity prior to the
Effective Date to make any and all physical, environmental and other inspections of the Physical Property as
Purchaser has deemed necessary and/or appropriate in connection with the transaction contemplated by this
Agreement, and that Purchaser has agreed, subject to the provisions of Section 2.2 and Article VII hereof, to
accept the Physical Property at the Closing in the condition that exists on the Effective Date, reasonable wear and
tear excepted. Purchaser further acknowledges and agrees that it has prior to the Effective Date had the
opportunity to examine at the Physical Property (or the property manager's office, as the case may be)
documents and files located at the Physical Property or the property manager's office concerning the leasing,
maintenance and operation of the Physical Property (including without limitation, copies of permits, licenses,
certificates of occupancy, plans and specifications, and insurance certificates related to the Physical Property, to
the extent in Seller's or the property manager's possession), but excluding Seller's partnership or corporate
records, internal memoranda, financial projections, budgets, appraisals, accounting and tax records and similar
proprietary, confidential or privileged information (collectively, the "Confidential Documents").

                                                           6


It is further agreed by the parties hereto that in no event shall Purchaser provide any governmental entity or
agency with information concerning the environmental condition of the Physical Property without first obtaining
Seller's prior written consent thereto, which Seller shall provide in the event that Purchaser is required by
applicable law to provide such information to a governmental agency or entity.

Purchaser agrees to protect, indemnify, defend and hold Seller harmless from and against any claim for liabilities,
losses, costs, expenses (including reasonable attorneys' fees), damages or injuries arising out of or resulting from
the inspection of the Property at any time by Purchaser, its agents, employees, representatives or consultants or
any act or omission by Purchaser or its agents, employees or consultants, and notwithstanding anything to the
contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any
termination of this Agreement.

Section 3.2 Property Reports. PURCHASER ACKNOWLEDGES THAT PRIOR TO THE
EFFECTIVE DATE (1) PURCHASER HAS RECEIVED COPIES OF THE ENVIRONMENTAL AND
OTHER REPORTS LISTED ON EXHIBIT D ATTACHED HERETO (COLLECTIVELY, THE
"PROPERTY REPORTS"), AND HAS HAD MADE AVAILABLE TO IT BY SELLER OTHER
PROPERTY REPORTS IN SELLER'S POSSESSION, (2) IF SELLER DELIVERS ANY ADDITIONAL
ENVIRONMENTAL REPORTS TO PURCHASER, PURCHASER WILL ACKNOWLEDGE IN
WRITING THAT IT HAS RECEIVED SUCH REPORTS PROMPTLY UPON RECEIPT THEREOF, AND
(3) ANY PROPERTY REPORTS DELIVERED OR TO BE DELIVERED BY SELLER OR ITS AGENTS
OR CONSULTANTS TO PURCHASER ARE BEING MADE AVAILABLE SOLELY AS AN
ACCOMMODATION TO PURCHASER AND MAY NOT BE RELIED UPON BY PURCHASER IN
CONNECTION WITH THE PURCHASE OF THE PROPERTY. PURCHASER AGREES THAT SELLER
SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER FOR ANY INACCURACY IN OR
OMISSION FROM ANY PROPERTY REPORT. PURCHASER ACKNOWLEDGES AND AGREES
THAT IT HAS PRIOR TO THE EFFECTIVE DATE CONDUCTED ITS OWN INVESTIGATION OF
THE ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL AND PHYSICAL
CONDITION OF THE PHYSICAL PROPERTY TO THE EXTENT PURCHASER DEEMED SUCH AN
INVESTIGATION TO BE NECESSARY OR APPROPRIATE AND PURCHASER HAS APPROVED OF
THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PHYSICAL PROPERTY AS OF
THE EFFECTIVE DATE. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING
OR OTHER TERMINATION OF THIS AGREEMENT.

Section 3.3 Intentionally Omitted

                                                   ARTICLE IV

                                                     CLOSING

Section 4.1 Time and Place. The consummation of the transaction contemplated hereby (the "Closing") shall be
held at 10:00 AM on April 29, 2005 at the offices of Seller, or as mutually agreed between the parties, subject to
Seller's option as hereinafter described. Purchaser

                                                          7


acknowledges that it is a material condition to the obligations of Purchaser under this Agreement that the Closing
occur not later than April 29, 2005. Purchaser agrees that, subject to the second paragraph of Section 3.3 and
Article 2 hereof, it shall not be entitled to any adjournment of the Closing beyond April 29, 2005, time being of
the essence as to the performance of Purchaser's obligations hereunder by such date. At the Closing, Seller and
Purchaser shall perform the obligations set forth in, respectively, Section 4.2 and Section 4.3 hereof, the
performance of which obligations shall be concurrent conditions; provided that the Deed shall not be recorded
until Seller receives confirmation that Seller has received the full amount of the Purchase Price, adjusted by
prorations as set forth herein. At Seller's option, the Closing shall be consummated through an escrow
administered by Escrow Agent pursuant to additional escrow instructions that are consistent with this Agreement.
In such event, the Purchase Price and all documents shall be deposited with the Escrow Agent as escrowee.

Section 4.2 Seller's Obligations at Closing. At Closing, Seller shall:

(a) deliver to Purchaser a duly executed bargain and sale deed without covenant against grantor's acts (the
"Deed"), in proper statutory short form for recording, and shall contain the covenant required by Section 13 of
the New York Lien Law, in the form attached hereto as Exhibit E conveying the Units, together with the
undivided percentage interests in the common elements of the Condominium, and any easements appurtenant to
the Units as set forth in the Declaration, subject only to the Permitted Exceptions. At Seller's option, and for
convenience, Seller may omit from the Deed the recital of any or all of the "subject to" clauses herein contained
and/or any other title exceptions, defects or objections which have been waived by Purchaser in accordance with
the terms of this Agreement, or consented to in writing by Purchaser, but the same shall nevertheless survive
delivery of the Deed. The terms of the immediately preceding sentence shall survive the Closing;

(b) deliver to Purchaser a duly executed bill of sale (the "Bill of Sale") conveying the Personal Property, if any,
without warranty of title or use and without warranty, express or implied, as to merchantability and fitness for any
purpose and in the form attached hereto as Exhibit F;

(c) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases, Rents and
Security Deposits, and any and all obligations to pay leasing commissions and finder's fees with respect to the
Leases and amendments, renewals and expansions thereof, to the extent provided in Section 4.4(b)(v) hereof, by
duly executed assignment and assumption agreement (the "Assignment of Leases") in the form attached hereto as
Exhibit G pursuant to which (i) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any
and all claims pertaining thereto arising prior to Closing and (ii) Purchaser shall indemnify Seller and hold Seller
harmless from and against any and all claims pertaining thereto arising from and after the Closing, including
without limitation, claims made by tenants with respect to tenants' Security Deposits to the extent paid, credited
or assigned to Purchaser. In no event shall the Assignment of Leases assign any right, title or interest of Seller in
and to the Works of Art or the right to display such Works of Art, and the Assignment of Leases shall exclude
any rights of Seller which the Net Lease expressly provides are personal to Seller;

                                                          8


(d) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating
Agreements and the other Intangibles by duly executed assignment and assumption agreement (the "Assignment
of Contracts") in the form attached hereto as Exhibit H pursuant to which (i) Seller shall indemnify Purchaser and
hold Purchaser harmless from and against any and all claims pertaining thereto arising prior to Closing and (ii)
Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims pertaining thereto
arising from and after the Closing;

(e) join with Purchaser to execute a notice (the "Tenant Notice") in the form attached hereto as Exhibit I, which
Purchaser shall send to each tenant under each of the Leases promptly after the Closing, informing such tenant of
the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the
Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable after
the Closing under each such Lease be paid as set forth in the Tenant Notice and join with Purchaser to execute a
notice (the "NYC Notice") in the form attached hereto as Exhibit I-1, which Seller shall send to the City of New
York, Department of Transportation (the "NYCDOT") promptly after the Closing, informing the NYCDOT of
the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the
Revocable Consents, including the security fund deposited thereunder) and requesting that the NYCDOT
consent to such assignment or alternatively, issue new Revocable Consents to the Purchaser;

(f) In the event that any representation or warranty of Seller made herein needs to be modified due to changes
since the Effective Date, deliver to Purchaser a certificate, dated as of the date of Closing and executed on behalf
of Seller by a duly authorized officer thereof, identifying any representation or warranty which is not, or no longer
is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to
Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty
which results from any change that (i) occurs between the Effective Date and the date of Closing and is expressly
permitted under the terms of this Agreement, or (ii) occurs between the Effective Date and the date of the Closing
and is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change
which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially
adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.6(b) hereof; if, despite
changes or other matters described in such certificate, the Closing occurs, Seller's representations and warranties
set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate;

(g) deliver to Purchaser such evidence as the Title Company may reasonably require as to the authority of the
person or persons executing documents on behalf of Seller;
(h) deliver to Purchaser a certificate in the form attached hereto as Exhibit J duly executed by Seller stating that
Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980;

(i) deliver to Purchaser originals (to the extent originals are in Seller's possession, or photocopies if originals are
not in Seller's possession) of the Leases and the Operating Agreements, together with such leasing and property
files and records located at the

                                                           9


Property or the property manager's office which are material in connection with the continued operation, leasing
and maintenance of the Property, but excluding any Confidential Documents;

(j) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form
reasonably acceptable to Seller;

(k) deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions;

(l) execute a closing statement acceptable to Seller;

(m) deliver to Purchaser the Board Resignation Letters (as hereinafter defined); and

(n) deliver such additional documents as shall be reasonably required to consummate the transaction
contemplated by this Agreement.

Section 4.3 Purchaser's Obligations at Closing. At Closing, Purchaser shall:

(a) pay to Seller the full amount of the Purchase Price (which amount shall be paid by Escrow Agent releasing the
Deposit to Seller and Purchaser paying the balance of the Purchase Price to Seller), as increased or decreased
by prorations and adjustments as herein provided, in immediately available wire transferred funds pursuant to
Section 1.4 hereof;

(b) join Seller in execution of the Assignment of Leases, Assignment of Contracts, Tenant Notices and NYC
Notice;

(c) In the event that any representation or warranty of Purchaser set forth in herein needs to be modified due to
changes since the Effective Date, deliver to Seller a certificate, dated as of the date of Closing and executed on
behalf of Purchaser by a duly authorized representative thereof, identifying any such representation or warranty
which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no
event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of
representation or warranty set forth in Sections 5.6
(a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the date of Closing
and is expressly permitted under the terms of this Agreement, or (ii) occurs between the Effective Date and the
date of the Closing and is beyond the reasonable control of Purchaser to prevent; provided, however, that the
occurrence of a change which is not permitted hereunder or is beyond the reasonable control of Purchaser to
prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.7
(c) hereof provided nothing contained in this Section shall be deemed to waive any remedies Seller may have for
a default by Purchaser; if, despite changes or other matters described in such certificate, the Closing occurs,
Purchaser's representations and warranties set forth in this Agreement shall be deemed to have been modified by
all statements made in such certificate;

(d) deliver to Seller such evidence as the Title Company may reasonably require as to the authority of the person
or persons executing documents on behalf of Purchaser;

                                                           10


(e) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form
reasonably acceptable to Purchaser;
(f) execute a closing statement acceptable to Purchaser;

(g) join Seller in the execution of a works of art agreement that shall be in substantially the form of Exhibit T
attached hereto and made a part hereof;

(h) deliver such additional documents as shall be reasonably required to consummate the transaction
contemplated by this Agreement.

Section 4.4 Credits and Prorations.

(a) All income and expenses of the Property shall be apportioned as of 12:01 a.m., on the day of Closing, as if
Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Subject to the
provisions of this Section 4.4, such prorated items shall include without limitation the following: (i) all Rents, if any;
(ii) taxes and assessments (including personal property taxes on the Personal Property) levied against the
Property to the extent such taxes and assessments are not the obligation of the Tenant under the Net Lease to
pay; (iii) utility charges for which Seller is liable (to the extent such utility charges are not the obligation of the
Tenant under the Net Lease to pay), if any, such charges to be apportioned at Closing on the basis of the most
recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if
unmetered, on the basis of a current bill for each such utility; (iv) all amounts payable under brokerage
agreements and Operating Agreements, pursuant to the terms of this Agreement; (v) all amounts payable by the
landlord under articles 34(f), 35 and 37 of the Net Lease and (vi) any other operating expenses or other items
pertaining to the Property (to the extent the same are not the obligation of the tenant under the Net Lease to pay)
which are customarily prorated between a purchaser and a seller in the county in which the Property is located.

(b) Notwithstanding anything contained in Section 4.4(a) hereof:

(i) At Closing, (A) Seller shall, at Seller's option, either deliver to Purchaser any Security Deposits actually held
by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such Security Deposits (to
the extent such Security Deposits have not been applied against delinquent Rents or otherwise as provided in the
Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted by
Seller with utility companies serving the Property, or, at Seller's option, Seller shall be entitled to receive and
retain such refundable cash and deposits;

(ii) Any taxes paid by Seller at or prior to Closing shall be prorated based upon the amounts actually paid. If
taxes and assessments due and payable by Seller during the year of Closing have not been paid before Closing,
Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to
the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent.
Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both,
have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the

                                                           11


extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing,
the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30)
days after such amounts are determined following Closing, subject to the provisions of Section 4.4(d) hereof;

(iii) Charges referred to in Section 4.4(a) hereof which are payable by any tenant to a third party shall not be
apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall
look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such
charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser
shall credit to Seller an amount equal to all such charges so paid by Seller;

(iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay
one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or
entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and
Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this
Agreement;
(v) Seller shall be responsible for the payment of all tenant improvement costs and leasing commissions with
respect to the Net Lease, if any, that arose in the period prior to the Effective Date. Purchaser shall be
responsible for the payment of all other Tenant Inducement Costs and leasing commissions (including the override
commissions earned by Cushman & Wakefield pursuant to its exclusive agency agreement with Seller) with
respect to the relocation of Guy Carpenter & Company from the Tower, the prospective New York Academy of
Sciences ("NYAS") lease, and any other new leases. Notwithstanding the foregoing, Seller shall reimburse
Purchaser for the Excess Costs (as defined below) with respect to not more than 50,000 rentable square feet in
the South Building, but only to the extent that Purchaser's Tenant Inducement Costs and leasing commissions for
such 50,000 rentable square feet exceed $3,000,000 (such excess hereinafter referred to as the "Excess Costs"),
provided that in no event shall such reimbursement exceed $1,500,000. For purposes hereof, the term "Tenant
Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord
thereunder not later than 12 months after the Closing to or for the benefit of the tenant thereunder which is in the
nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, base building
costs, lease buyout or relocation costs, and moving, design, refurbishment and club membership allowances. The
term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being
agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that
Purchaser shall bear such loss from and after the date of Closing. In order to receive reimbursement of Excess
Costs, Purchaser shall deliver evidence reasonably satisfactory to Seller that Purchaser has incurred the Excess
Costs, and Seller shall promptly thereafter reimburse Purchaser therefor.

(vi) Unpaid and delinquent Rent collected by Seller and Purchaser after the date of Closing shall be delivered as
follows: (a) if Seller collects any unpaid or delinquent Rent for the Property, Seller shall, within fifteen
(15) days after the receipt thereof, deliver to Purchaser any such Rent which Purchaser is entitled to hereunder
relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent
Rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any
such Rent

                                                         12


which Seller is entitled to hereunder relating to the period prior to the date of Closing. Purchaser will make a
good faith effort after Closing to collect all Rents in the usual course of Purchaser's operation of the Property.
Seller and Purchaser agree that all Rent received by Seller or Purchaser after the date of Closing shall be applied
first to current Rent and then to delinquent Rent, if any, in the inverse order of maturity. Purchaser will make a
good faith effort after Closing to collect all Rents in the usual course of Purchaser's operation of the Property, but
Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent Rents.
Seller may attempt to collect any delinquent Rents owed Seller and may institute any lawsuit or collection
procedures, but may not evict any tenant after Closing. In the event that there shall be any Rents or other charges
under any Leases which, although relating to a period prior to Closing, do not become due and payable until after
Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year end common area
expense reimbursements and the like), then any Rents or charges of such type received by Purchaser or its agents
or Seller or its agents subsequent to Closing shall, to the extent applicable to a period extending through the
Closing, be prorated between Seller and Purchaser as of Closing and Seller's portion thereof shall be remitted
promptly to Seller by Purchaser.

(vii) At such time as the NYCDOT consents to the assignment of Seller's interest in the Revocable Consents,
Purchaser shall promptly following receipt of such consent, pay to Seller the amount of the security fund
deposited under each of the Revocable Consents and Seller shall assign to Purchaser all of Seller's right, title and
interest in and to such funds deposited.

(c) Seller may prosecute appeals (if any) of the real property tax assessment for the period prior to the Closing,
and may take related action which Seller deems appropriate in connection therewith. Purchaser shall cooperate
with and perform such ministerial and non-ministerial acts, and execute any and all documents reasonably
requested by Seller, in connection with such appeal and collection of a refund of real property taxes paid. Seller
owns and holds all right, title and interest in and to such appeal and refund, and all amounts payable in connection
therewith shall be paid directly to Seller by the applicable authorities. If such refund or any part thereof is
received by Purchaser, Purchaser shall promptly pay such amount to Seller. Any refund received by Seller shall
be distributed as follows: first, to reimburse Seller for all costs incurred in connection with the appeal; second,
with respect to refunds payable to tenants of the Real Property pursuant to the Leases, to such tenants in
accordance with the terms of such Leases; and third, to Seller to the extent such appeal covers the period prior
to the Closing, and to Purchaser to the extent such appeal covers the period as of the Closing and thereafter. If
and to the extent any such appeal covers the period after the Closing, Purchaser shall have the right to participate
in such appeal.

(d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with
certainty as of Closing shall be prorated on the basis of the parties' reasonable estimates of such amount, and
shall be the subject of a final proration one hundred eighty (180) days after Closing, or as soon thereafter as the
precise amounts can be ascertained. Any reconciliation of revenue or expense amounts relating to Leases (other
than the Net Lease) which needs to be made in connection with this Section 4.4 shall be prepared by Purchaser
and submitted to Seller for Seller's review and approval. Purchaser shall promptly notify Seller when it becomes
aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been
ascertained, Purchaser shall prepare, and certify as correct, a final proration

                                                          13


statement which shall be in a form consistent with the closing statement delivered at Closing and which shall be
subject to Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by
Purchaser, such statement shall be conclusively deemed to be accurate and final, and any payment due to any
party as a result of such final proration shall be made within thirty (30) days of such approval by Seller.

(e) With respect to the Net Lease, Tenant bills Seller monthly for estimated "Operating Payments" (as such term
is defined in the Net Lease), with a reconciliation of amounts billed and actual amounts incurred made within 120
days after the end of each calendar year. The estimated Operating Payment for the month in which the Closing
occurs shall be pro-rated between Seller and Purchaser on the basis of each party's period of ownership during
such calendar month. Upon the reconciliation by Tenant of the amounts billed for Operating Payments and the
amounts actually incurred for Operating Payments for the calendar year 2005, Seller and Purchaser shall be liable
for underpayments of Operating Payments ("Underpayments"), and shall be entitled to reimbursements for
overpayments of Operating Payments ("Overpayments"), as the case may be, on a pro-rata basis based upon
each party's period of ownership during such calendar year. Purchaser shall promptly remit to Seller Seller's pro-
rata share of Overpayments received by Purchaser from Tenant. Seller shall promptly remit to Purchaser Seller's
pro-rata share of Underpayments. Seller hereby reserves the right to exercise its right to dispute the correctness
of the Operating Statement given by Tenant for the calendar year 2005 pursuant to the provisions of Section 35.6
of the Net Lease with respect to Seller's period of ownership.

(f) Subject to the final sentence of Section 4.4(d) hereof, the provisions of this Section 4.4 shall survive Closing.

Section 4.5 Transaction Taxes and Closing Costs.

(a) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with
regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or
ordinance;

(b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also
pay the following costs and expenses:

(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company;

(ii) the fees for Seller's Broker; and

(iii) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the
transfer of the Property from Seller to Purchaser;

(c) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction.
Purchaser shall also pay the following costs and expenses:

                                                          14
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company;

(ii) the fee for the title examination and the Title Commitment and the premium for the Owner's Policy of Title
Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto;

(iii) the cost of the Survey;

(iv) the fees for recording the Deed; and

(v) the fees for any broker, other than Seller's Broker, that Purchaser has dealt with or engaged on its behalf or
for its benefit, in connection with the transaction contemplated by this Agreement, if any;

(d) The Personal Property is included in this sale without charge and each party acknowledges that no portion of
the Purchase Price is attributable to the Personal Property;

(e) All costs and expenses incident to this transaction and the closing thereof, and not specifically described
above, shall be paid by the party incurring same; and

(f) The provisions of this Section 4.5 shall survive the Closing.

Section 4.6 Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the
transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following
conditions, any or all of which may be waived by Purchaser in its sole discretion:

(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the
terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;

(b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all
material respects as of the date of Closing (with appropriate modifications permitted under this Agreement);

(c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall
deliver written notices resigning their respective positions of the Condominium effective the date of the Closing
(collectively, the "Board Resignation Letters"); and

(d) Seller shall have performed and observed, in all material respects, all covenants and agreements of this
Agreement to be performed and observed by Seller as of the date of Closing.

Section 4.7 Conditions Precedent to Obligations of Seller. The obligation of Seller to consummate the transaction
hereunder shall be subject to the fulfillment on or before the

                                                          15


date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:

(a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the
manner provided for in this Agreement;

(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms
of this Agreement, including but not limited to, those provided for in Section 4.3 hereof;

(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in
all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement);
and

(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this
Agreement to be performed and observed by Purchaser as of the date of Closing.

                                                    ARTICLE V
                       REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.1 Representations and Warranties of Seller. Seller hereby makes the following representations and
warranties to Purchaser as of the Effective Date, which representations and warranties shall be deemed to have
been made again as of the Closing, subject to Section 4.2(f) hereof:

(a) Organization and Authority. Seller has been duly organized and is validly existing under the laws of the State
of New York. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property
and to consummate or cause to be consummated the transaction contemplated by this Agreement. The person
signing this Agreement on behalf of Seller is authorized to do so.

(b) Pending Actions. To Seller's knowledge, Seller has not received written notice of any action, suit, arbitration,
unsatisfied order or judgment, government investigation or proceeding pending against Seller which, if adversely
determined, could individually or in the aggregate materially interfere with the consummation of the transaction or
make any of Seller's representations in this Section 5.1 materially untrue.

(c) Operating Agreements. To Seller's knowledge, the Operating Agreements listed on Exhibit C are all of the
agreements concerning the operation and maintenance of the Physical Property entered into by Seller which have
not been assigned to the Tenant under the Net Lease. Seller has provided to Purchaser true and complete copies
of the Operating Agreements.

(d) Lease Brokerage. To Seller's knowledge, there are no agreements with brokers providing for the payment
from and after the Closing by Seller or Seller's successor-in-interest of

                                                         16


leasing commissions or fees for procuring tenants with respect to the Physical Property, except as disclosed in
Exhibit L hereto;

(e) Condemnation. To Seller's knowledge, Seller has received no written notice of any condemnation
proceedings relating to the Physical Property.

(f) Litigation. To Seller's knowledge, except as set forth on Exhibit M attached hereto, and except for
proceedings related to claims for personal injury or damage to property due to events occurring at the Property,
Seller has not received written notice of any litigation which has been filed against Seller that arises out of the
ownership of the Property and could, if adversely determined, materially affect the Property or use thereof, or
Seller's ability to perform hereunder;

(g) Violations. To Seller's knowledge, except as set forth on Exhibit N attached hereto, Seller has not received
written notice of any uncured violation of any federal, state or local law relating to the use or operation of the
Physical Property which would materially adversely affect the Property or use thereof; and

(h) Leases. To Seller's knowledge, the rent roll attached hereto as Exhibit O is accurate in all material respects,
and lists all of the leases currently affecting the Physical Property.

(i) Security Deposits. To Seller's knowledge, Exhibit P is a true, correct and complete list of the security deposits
currently held by Seller under the Leases in effect as of the date hereof.

(j) Tenant Arrearage. To Seller's knowledge, Exhibit O includes a tenant arrearage schedule which, to the best of
Seller's knowledge, was true, correct and complete in all material respects as of the date set forth thereon.

(k) Landlord Default. To Seller's knowledge, except as set forth in Exhibit Q, there are no uncured defaults which
have been asserted in writing against Seller by any tenant under any Lease.

Section 5.2 Knowledge Defined. References to the "knowledge" of Seller shall refer only to the current actual
knowledge of the Designated Employees (as hereinafter defined) of Seller, and shall not be construed, by
imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or
to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose
upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or in the
absence thereof, pertains. As used herein, the term "Designated Employees" shall refer to the following persons:
(a) Gregory R. Reed, Director and (b) William L. Engel, Associate Director, and (c) Jeffrey Marconi, asset
managers of the Property since 2001.

Section 5.3 Modification of Seller's Representations and Warranties. Purchaser acknowledges that it has
inspected (i) all of the documents delivered or furnished to Purchaser for inspection, (ii) such other documents
and information as it has deemed appropriate and (iii) the Property and Purchaser agrees that, in the event that
during such inspection Purchaser discovered any material matter which would form the basis for a claim by
Purchaser that Seller has breached

                                                        17


any representation or warranty of Seller made in this Agreement or has any actual knowledge of any such matter,
Seller's representations and warranties hereunder shall be deemed amended so as to be true and accurate and
Purchaser shall have no claim for any breach based thereon.

Section 5.4 Survival of Seller's Representations and Warranties. The representations and warranties of Seller set
forth in Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall
survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or
warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition,
state of facts or other matter which was known to Purchaser prior to Closing. Seller shall have no liability to
Purchaser for a breach of any representation or warranty (a) unless the valid claims for all such breaches
collectively aggregate more than Five Hundred Thousand Dollars ($500,000), in which event the full amount of
such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) unless written notice
containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to
the expiration of said one hundred eighty (180) day period and an action shall have been commenced by
Purchaser against Seller within two hundred forty (240) days of Closing. Purchaser agrees to first seek recovery
under any insurance policies, service contracts and Leases prior to seeking recovery from Seller, and Seller shall
not be liable to Purchaser if Purchaser's claim is satisfied from such insurance policies, service contracts or
Leases. As used herein, the term "Cap" shall mean the total aggregate amount of Five Million Dollars
($5,000,000).

Section 5.5 Covenants of Seller. Seller hereby covenants with Purchaser as follows:

(a) Tenant currently operates the Property pursuant to the Net Lease. From the Effective Date hereof until the
Closing or earlier termination of this Agreement, Seller shall not request or consent to any change in the manner in
which Tenant has operated and maintained the Property prior to the date hereof;

(b) From and after the Effective Date hereof until the Closing or earlier termination of this Agreement, neither
Seller nor Purchaser will enter into any amendment, renewal or expansion of an existing Lease or any new Lease
without the consent of the other party.

(c) Promptly after execution of this Agreement, Seller will deliver to Purchaser a copy of the form of application
(the "Application") submitted to the New York State Department of Law (the "Department") in connection with
the issuance of the "no action" letter dated December 19, 2001 (the "No Action Letter") relating to the Property.
Purchaser shall have the right, at Purchaser's sole cost and expense, to submit an application (the "New
Application") to the Department, requesting either (i) an amendment to the No-Action Letter, or (ii) issuance of a
new no-action letter (either (i) or
(ii), the ("AG Approval")), permitting Seller to transfer Units comprising the Property to more than one transferee.
Seller shall cooperate with Purchaser, at Purchaser's sole cost and expense, in connection with submission of the
New Application and issuance of the Approval, including without limitation, executing any reasonable affidavits
and/or providing any reasonable information or documentation required or requested by the Department in order
to obtain the AG Approval. Notwithstanding the foregoing, it shall not be a

                                                        18
pre-condition to Closing that the AG Approval shall have been obtained and in no event shall the Closing be
postponed or delayed by the failure of Purchaser to have obtained the AG Approval.

Section 5.6 Representations and Warranties of Purchaser. Purchaser hereby makes the following representations
and warranties to Seller as of the Effective Date, which representations and warranties shall be deemed to have
been made again as of the Closing, subject to Section 4.3(c) hereof:

(a) Organization and Authority.

(i) This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by
all necessary action on the part of the Purchaser and, upon the assumption that this Agreement constitutes a legal,
valid and binding obligation of Seller, this Agreement constitutes a legal, valid and binding obligation of Purchaser
enforceable against Purchaser in accordance with its terms, subject to applicable laws relating to bankruptcy,
insolvency, moratorium, as well as other laws affecting creditors' rights and general equitable principles. The
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not
and will not (1) violate or conflict with the Certificate of Formation or Operating Agreement of Purchaser; (2)
breach the provisions of, or constitute a default under, any contract, agreement, instrument or obligation to which
Purchaser is a party or by which Purchaser is bound; and (3) require the consent or approval of any other third
party or governmental agency.

(ii) Purchaser hereby represents that, and agrees to furnish Seller at or prior to the Closing evidence confirming
that (i) 1 Madison Venture LLC is a limited liability company duly organized and validly existing under the laws of
Delaware beneficially owned and controlled by SL Green Realty Corp., a publicly traded corporation ("Green"),
Column Financial, Inc. ("Column") is a corporation duly organized and validly existing under the laws of Delaware
beneficially owned and controlled by Credit Suisse First Boston (USA), Inc., and (ii) the parties executing this
Agreement and the Closing Documents on behalf of Purchaser have the legal capacity and authority to execute
the documents as executed or to be executed.

(b) Pending Actions. To Purchaser's knowledge, there is no action, suit, arbitration, unsatisfied order or
judgment, government investigation or proceeding pending against Purchaser which, if adversely determined,
could individually or in the aggregate materially interfere with the consummation of the transaction contemplated
by this Agreement.

(c) ERISA. (i) As of the Closing, (1) Purchaser will not be an employee benefit plan as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I of
ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (each of
the foregoing hereinafter referred to collectively as "Plan"), and (2) the assets of the Purchaser will not constitute
"plan assets" of one or more such Plans within the meaning of Department of Labor ("DOL") Regulation Section
2510.3-101.

(ii) As of the Closing, if Purchaser is a "governmental plan" as defined in
Section 3(32) of ERISA, the closing of the sale of the Property will not constitute or result in a violation of

                                                          19


state or local statutes regulating investments of and fiduciary obligations with respect to governmental plans.

(iii) As of the Closing, Purchaser will be acting on its own behalf and not on account of or for the benefit of any
Plan.

(iv) Purchaser has no present intent to transfer the Property to any entity, person or Plan which will cause a
violation of ERISA.

(v) Purchaser shall not assign its interest under this Agreement to any entity, person, or Plan which will cause a
violation of ERISA.

Section 5.7 Survival of Purchaser's Representations and Warranties. The representations and warranties of
Purchaser set forth in Section 5.6 hereof as updated as of the Closing in accordance with the terms of this
Agreement, shall survive Closing for a period of one hundred eighty (180) days. Purchaser shall have no liability
to Seller for a breach of any representation or warranty unless written notice containing a description of the
specific nature of such breach shall have been given by Seller to Purchaser prior to the expiration of said one
hundred eighty (180) day period and an action shall have been commenced by Seller against Purchaser within
two hundred forty (240) days of Closing.

                                                   ARTICLE VI

                                                    DEFAULT

Section 6.1 Default by Purchaser. In the event the sale of the Property as contemplated hereunder is not
consummated due to Purchaser's default hereunder, Seller shall be entitled, as its sole remedy, to terminate this
Agreement and receive the Deposit as liquidated damages for the breach of this Agreement, it being agreed
between the parties hereto that the actual damages to Seller in the event of such breach are impractical to
ascertain and the amount of the Deposit is a reasonable estimate thereof.

Section 6.2 Default by Seller. In the event the sale of the Property as contemplated hereunder is not
consummated due to Seller's default hereunder, Purchaser shall be entitled, as its sole remedy, either (a) to
receive the return of the Deposit, which return shall operate to terminate this Agreement and release Seller from
any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to convey the Property
to Purchaser in accordance with the terms of this Agreement, it being understood and agreed that the remedy of
specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser
expressly waives its rights to seek damages in the event of Seller's default hereunder. If the sale of the Property is
not consummated due to Seller's default hereunder, Purchaser shall be deemed to have elected to terminate this
Agreement and receive back the Deposit if Purchaser fails to file suit for specific performance against Seller in a
court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days
following the date upon which Closing was to have occurred.

                                                         20


Section 6.3 Recoverable Damages. Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall the provisions
of Sections 6.1 and 6.2 limit the damages recoverable by either party against the other party due to the other
party's obligation to indemnify such party in accordance with this Agreement. This Section shall survive the
Closing or the earlier termination of this Agreement.

                                                  ARTICLE VII

                                                 RISK OF LOSS

Section 7.1 Minor Damage or Condemnation. Tenant maintains the casualty insurance with respect to the
Building and is obligated to repair and restore the Building except in certain circumstances set forth in the Net
Lease. In the event of loss or damage to, or condemnation of, the Physical Property or any portion thereof which
is not "Major" (as hereinafter defined), this Agreement shall remain in full force and effect.

Section 7.2 Major Damage. In the event of a "Major" loss or damage to, or condemnation of, the Physical
Property or any portion thereof, Purchaser may terminate this Agreement by written notice to Seller, in which
event the Deposit shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within
ten (10) days after Seller sends Purchaser written notice of the occurrence of such Major loss, damage or
condemnation (which notice shall state the cost of repair or restoration thereof as opined by an architect in
accordance with Section 7.3 hereof), then Purchaser shall be deemed to have elected to proceed with Closing.

Section 7.3 Definition of "Major" Loss or Damage. For purposes of Sections 7.1 and 7.2, "Major" loss, damage
or condemnation refers to the following: (a) loss or damage to the Physical Property hereof such that the cost of
repairing or restoring the premises in question to substantially the same condition which existed prior to the event
of damage would be, in the opinion of an architect selected by Seller and reasonably approved by Purchaser,
equal to or greater than Forty Million Dollars ($40,000,000), and (b) any loss due to a condemnation which
permanently and materially impairs the current use of the Physical Property. If Purchaser does not give written
notice to Seller of Purchaser's reasons for disapproving an architect within five (5) business days after receipt of
notice of the proposed architect, Purchaser shall be deemed to have approved the architect selected by Seller.

Section 7.4 General Obligations Law The parties hereto waive the provisions of Section 5-1311 of the General
Obligations Law, which shall not apply to this Agreement and agree that their respective rights in case of damage,
destruction, condemnation or taking by eminent domain shall be governed by the provisions of this Section. The
provisions of this Section shall survive the Closing.

                                                  ARTICLE VIII

                                                 COMMISSIONS

                                                          21


Section 8.1 Brokerage Commissions. With respect to the transaction contemplated by this Agreement, Seller
represents that its sole broker is CB Richard Ellis, Inc. ("Seller's Broker"), and Purchaser represents that it has
not dealt with or engaged on its behalf or for its benefit any broker other than Seller's Broker. Seller shall be fully
responsible for any and all commissions and other compensation due Seller's Broker in connection with the
transaction contemplated by this Agreement, which shall be paid pursuant to a separate written agreement
between Seller and Seller's Broker. Each party hereto agrees that if any person or entity, other than the Seller's
Broker, makes a claim for brokerage commissions or finder's fees related to the sale of the Property by Seller to
Purchaser, and such claim is made by, through or on account of any acts or alleged acts of said party or its
representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and
against any and all loss, liability, cost, damage and expense (including reasonable attorneys' fees) in connection
therewith. The provisions of this paragraph shall survive Closing or any termination of this Agreement.

                                                    ARTICLE IX

                                       DISCLAIMERS AND WAIVERS

Section 9.1 No Reliance on Documents. Except as expressly stated herein, Seller makes no representation or
warranty as to the truth, accuracy or completeness of any materials, data or information delivered or given by
Seller or its brokers or agents to Purchaser in connection with the transaction contemplated hereby. Purchaser
acknowledges and agrees that all materials, data and information delivered or given by Seller to Purchaser in
connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that
any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser,
except as otherwise expressly stated herein. Neither Seller, nor any affiliate of Seller, nor the person or entity
which prepared any report or reports delivered by Seller to Purchaser shall have any liability to Purchaser for any
inaccuracy in or omission from any such reports.

Section 9.2 AS-IS SALE; DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS
NOT AT ANY TIME MADE ANY WARRANTIES, REPRESENTATIONS, GUARANTIES,
COVENANTS OR STATEMENTS OF ANY TYPE, KIND, NATURE OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT
NOT LIMITED TO, ANY WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR
STATEMENTS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY
FOR A PARTICULAR PURPOSE, THE INCOME, EXPENSES, OPERATION OR PROFITABILITY OF
THE PROPERTY, THE OPERATING HISTORY OF OR ANY PROJECTIONS RELATING TO THE
PROPERTY, THE VALUATION OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME
OR OTHERWISE, RELATED TO THE PROPERTY, OR AS TO THE PHYSICAL, STRUCTURAL, OR
ENVIRONMENTAL CONDITION OF THE PROPERTY, ITS COMPLIANCE WITH LAWS OR WITH
RESPECT TO THE ZONING OF, OR ANY APPROVALS, LICENSES OR PERMITS REQUIRED FOR
THE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE
THEREOF OR THE ABILITY OR FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION

                                                          22
THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY
OF ACCESS, INGRESS OR EGRESS TO THE PROPERTY, THE NEED FOR OR COMPLIANCE WITH
GOVERNMENTAL OR THIRD PARTY APPROVALS OR GOVERNMENTAL REGULATIONS, OR
ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER
WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY.

PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL
AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS,
WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE
IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER
IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES,
COVENANTS, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION,
OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR
FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER
OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE
OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS AND TO THE
EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES
THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS
BEING SOLD "AS-IS, WHERE IS, WITH ALL FAULTS."

PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED SUCH
INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL,
STRUCTURAL, AND ENVIRONMENTAL CONDITIONS, THE INCOME AND EXPENSES OF AND
FROM THE PROPERTY AND THE PROFITABILITY OF THE PROPERTY AND ANY TAX
TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, AS
PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION
OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE
TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED
FROM THE PROPERTY, AND IS RELYING SOLELY AND WILL RELY SOLELY UPON SAME AND
NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS
OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN ANY, IF ANY, REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS
AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL, ENVIRONMENTAL, FINANCIAL AND ECONOMIC CONDITIONS, MAY NOT HAVE
BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING,
SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND
SELLER'S AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS)
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING
WITHOUT LIMITATION CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES,
COSTS AND EXPENSES

                                     23


(INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY TYPE, KIND,
CHARACTER OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, WHICH PURCHASER
MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND/OR SELLER'S AFFILIATES,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY
REASON OF OR ARISING OUT OF THE PHYSICAL, ENVIRONMENTAL, STRUCTURAL,
FINANCIAL AND ECONOMIC CONDITION OF THE PROPERTY, ANY LATENT OR PATENT
CONSTRUCTION OR OTHER DEFECTS RELATED TO THE PROPERTY, VIOLATIONS OF ANY
APPLICABLE LAWS RELATED TO THE PROPERTY, THE HABITABILITY, MERCHANTABILITY
OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, THE INCOME, EXPENSES
OR PROFITABILITY OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR
OTHERWISE, RELATED TO THE PROPERTY, OF THE PROPERTY, ITS COMPLIANCE WITH
LAWS OR WITH RESPECT TO THE ZONING OF, APPROVALS REQUIRED FOR, OR THE
SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF OR THE
ABILITY OR THE FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION THEREOF TO
ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS,
INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL OR THIRD PARTY APPROVALS, GOVERNMENTAL REGULATIONS OR ANY
OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER
RELATING TO OR AFFECTING THE PROPERTY, AND ANY AND ALL OTHER ACTS,
OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF ANY TYPE, CHARACTER OR
NATURE WHATSOEVER REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT
SUCH ADVERSE MATTERS MAY AFFECT PURCHASER'S ABILITY TO SELL, LEASE, OPERATE
OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO TIME.

Section 9.3 Survival of Disclaimers. The provisions of this Article IX shall survive Closing or any termination of
this Agreement.

                                                    ARTICLE X

                                               MISCELLANEOUS

Section 10.1 Confidentiality. Purchaser and its representatives shall hold in strictest confidence all data and
information obtained with respect to Seller or its business, whether obtained before or after the execution and
delivery of this Agreement which shall be used solely for the purposes of evaluating the proposed acquisition of
the Property by Purchaser, and shall not disclose the same to others; provided, however, that it is understood
and agreed that Purchaser may disclose such data and information to the employees, lenders, consultants,
accountants and attorneys of Purchaser provided that such persons agree in writing to treat such data and
information confidentially. In the event this Agreement is terminated or Purchaser fails to perform hereunder,
Purchaser shall promptly return to Seller any statements, documents, schedules, exhibits or other written
information obtained from Seller in connection with this Agreement or the transaction contemplated herein. In the
event of a breach or threatened breach by Purchaser or its agents or representatives of this Section 10.1, Seller
shall be entitled to an injunction restraining Purchaser or its agents or representatives from disclosing, in whole or
in part, such confidential information. Nothing herein shall be construed as prohibiting Seller from pursuing any
other

                                                          24


available remedy at law or in equity for such breach or threatened breach. The provisions of this Section 10.1
shall survive termination of this Agreement.

Section 10.2 Public Disclosure. Except as set forth below, prior to the Closing, any press release or other public
disclosure of information with respect to the sale contemplated herein or any matters set forth in this Agreement
made or released by or on behalf of either party shall be subject to the prior approval of the other party.
Notwithstanding the provisions of this
Section 10.2 above, at any time after the date hereof, either party may, if in such party's reasonable discretion it is
necessary (upon advice of counsel) to comply with law (including subpoenas, court orders or similar legal
processes), rules or regulations or the requirements of a securities self regulatory organization, issue a press
release or other public disclosure acknowledgement that Purchaser and Seller have entered into a contract of sale
with respect to the Property, the anticipated closing date, and containing such other information which such party
reasonably believes to be required to be disclosed. The provisions of this Section 10.2 shall survive any
termination of this Agreement.

Section 10.3 Assignment. Subject to the provisions of this Section 10.3, the terms and provisions of this
Agreement are to apply to and bind the permitted successors and assigns of the parties hereto. Purchaser may
not assign its rights under this Agreement without first obtaining Seller's written approval, which approval may be
given or withheld in Seller's sole discretion, and any such attempted assignment without Seller's prior written
approval shall be null and void. In the event Purchaser intends to assign its rights hereunder,
(a) Purchaser shall send Seller written notice of its request at least ten (10) business days prior to Closing, which
request shall include the legal name and structure of the proposed assignee, as well as any other information that
Seller may reasonably request, and (b) Purchaser and the proposed assignee shall execute an assignment and
assumption of this Agreement in form and substance satisfactory to Seller, and (c) in no event shall any
assignment of this Agreement release or discharge Purchaser from any liability or obligation hereunder.
Notwithstanding the second sentence of this Section 10.3 (i) Purchaser may assign this Agreement in its entirety
to an entity which is wholly owned, directly or indirectly, and controlled by, any of Green, Column, Gramercy (as
defined in Section 10.22) or any combination of such parties; and (ii) at Closing, provided that (x) the
Department has issued the AG Approval, (y) the Tenant under the Net Lease has consented in writing to such
transfers, and (z) Purchaser at its sole cost and expense has prepared an amendment to the Declaration to permit
such transfers which amendment has been approved (such approval not to be unreasonably withheld or delayed)
by Seller's counsel (which legal expense shall be paid by Purchaser), Purchaser may designate one or more
entities, each of which is owned, directly or indirectly, by any of SLG, Column, Gramercy or any combination of
such parties, to acquire one or more Units comprising the Property. Notwithstanding the foregoing, under no
circumstances shall Purchaser have the right to assign this Agreement (1) to any person or entity owned or
controlled by an employee benefit plan if Seller's sale of the Property to such person or entity would, in the
reasonable opinion of Seller's ERISA advisor, create or otherwise cause a "prohibited transaction" under ERISA,
and (2) in any manner that is not in compliance with laws, rules, and regulations of any governmental authority
having jurisdiction thereof (including but not limited to the US Department of Treasury Office of Foreign Assets
Control and the US Patriot Act). Any transfer, directly or indirectly, of any stock, partnership interest or other
ownership interest in Purchaser or of the persons and/or entities that control Purchaser shall constitute an
assignment of this Agreement. The provisions of this Section 10.3 shall survive the Closing or any termination of
this Agreement.

                                                         25


Section 10.4 Notices. Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery, (b)
reputable overnight delivery service with proof of delivery, (c) United States Mail, postage prepaid, registered or
certified mail, return receipt requested, or (d) legible facsimile transmission, sent to the intended addressee at the
address set forth below, or to such other address or to the attention of such other person as the addressee shall
have designated by written notice sent in accordance herewith, and shall be deemed to have been given upon
receipt or refusal to accept delivery, or, in the case of facsimile transmission, as of the date of the facsimile
transmission provided that an original of such facsimile is also sent to the intended addressee by means described
in clauses (a), (b) or (c) above. Unless changed in accordance with the preceding sentence, the addresses for
notices given pursuant to this Agreement shall be as follows:

            If to Seller              Metropolitan Life Insurance Company
                                      10 Park Avenue
                                      Morristown, New Jersey 07960
                                      Attention: Managing Director, Real Estate Investments,
                                                  Equity Investments Portfolio
                                      Telephone No. 973-355-4409
                                      Telecopy No. 973-355-4430

            With a copy to:           Metropolitan Life Insurance Company
                                      10 Park Avenue
                                      Morristown, New Jersey 07960
                                      Attention: William P. Gardella,
                                                 Senior Associate General Counsel,
                                      Telephone No. 973-355-4902
                                      Telecopy No. 973-355-4920


            If to Purchaser:          1 Madison Venture LLC
                                      c/o SL Green Realty Corp.
                                      420 Lexington Avenue
                                      New York, New York 10170
                                      Attention: Marc Holliday
                                                 Andrew S. Levine
                                      Telephone No. 212-216-1684
                                      Telecopy No. 212-216-1785

            with a copy to:           Column Financial, Inc.
                                      11 Madison Avenue
                                      New York, New York 10010
                                      Attention: Mason Sleeper
                                      Telephone No. 212-235-6858
                                      Telecopy No. 212-325-8185
            with a copy to:           Solomon and Weinberg LLP
                                      900 Third Avenue, 29th Floor




                                                         26


New York, New York 10022 Attention: Craig H. Solomon, Esq.


                                            Howard R. Shapiro, Esq.
                                          Telephone No. 212-605-1000
                                          Telecopy No. 212-605-0999

          and                      Greenberg Traurig LLP
                                   200 Park Avenue
                                   New York, New York 10166
                                   Attention: Stephen Rabinowitz, Esq.
                                   Telephone No. 212-801-9295
                                   Telecopy No. 212-801-6400


                Section 10.5 Modifications. This Agreement cannot be changed orally, and no




executory agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such
executory agreement is in writing and is signed by the parties against whom enforcement of any waiver, change,
modification or discharge is sought.

Section 10.6 Entire Agreement. This Agreement, including the exhibits and schedules hereto, contains the entire
agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes all prior written
or oral agreements and understandings between the parties pertaining to such subject matter, other than any
confidentiality agreement executed by Purchaser in connection with the Property.

Section 10.7 Further Assurances. Each party agrees that it will execute and deliver such other documents and
take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other
party to consummate the transaction contemplated by this Agreement. The provisions of this Section 10.7 shall
survive Closing.

Section 10.8 Counterparts. This Agreement may be executed in counterparts, all such executed counterparts
shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature
to, and may be appended to, any other counterpart.

Section 10.9 Facsimile Signatures. In order to expedite the transaction contemplated herein, telecopied signatures
may be used in place of original signatures on this Agreement. Seller and Purchaser intend to be bound by the
signatures on the telecopied document, are aware that the other party will rely on the telecopied signatures, and
hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

Section 10.10 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction
to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect;
provided that the invalidity or unenforceability of such provision does not materially adversely affect the benefits
accruing to any party hereunder.

                                                         27


Section 10.11 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws
of the State in which the Property is located. Purchaser and Seller agree that the provisions of this Section 10.11
shall survive the Closing or any termination of this Agreement.

Section 10.12 No Third-Party Beneficiary. The provisions of this Agreement and of the documents to be
executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the
benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this
Agreement or of the documents to be executed and delivered at Closing.

Section 10.13 Captions. The section headings appearing in this Agreement are for convenience of reference only
and are not intended, to any extent and for any purpose, to limit or define the text of any section or any
subsection hereof.

Section 10.14 Construction. The parties acknowledge that the parties and their counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or
amendments hereto.

Section 10.15 Recordation. This Agreement may not be recorded by any party hereto. The provisions of this
Section 10.15 shall survive the Closing or any termination of this Agreement.

Section 10.16 Audit Rights and Tenant Reconciliation Statements. For a period of three (3) years after the
Closing, Purchaser shall allow Seller and its agents and representatives access without charge to (i) all files,
records, and documents delivered to Purchaser at the Closing, and (ii) the financial records and financial
statements for the Property (including but not limited to, financial records and financial statements related to the
Reconciliation Statements, as such term is hereinafter defined) for the calendar year in which the Closing occurs
and for the calendar year preceding the calendar year in which the Closing occurs, upon reasonable advance
notice and at all reasonable times, to examine and to make copies of any and all such files, records, documents,
and statements, which right shall survive the Closing. Purchaser shall prepare and provide to the tenants under the
Leases (other than the Net Lease) a statement of the reconciliation of expenses between the landlord and the
tenants under the Leases in accordance with the terms of the Leases (the "Reconciliation Statements"), and
Purchaser shall provide Seller with copies of the Reconciliation Statements at the same time that they are
furnished to the tenants. If amounts are due from any tenants based on the Reconciliation Statements, Purchaser
shall make a good faith effort after Closing to collect the same in the usual course of Purchaser's operation of the
Property, and upon collection, to remit to Seller, Seller's share of those amounts in accordance with the terms of
Section 4.4 hereof; however, Purchaser shall not be obligated to institute any lawsuit or other collection
procedures to collect said amounts. Seller may attempt to collect amounts due to it pursuant to the reconciliation
of expenses between the landlord and the tenants in accordance with the terms of the Leases, and Seller may
institute any lawsuit or collection procedures, but Seller may not evict any tenant after Closing. The provisions of
this Section 10.16 shall survive the Closing.

                                                         28


Section 10.17. Termination of Agreement. If this Agreement is terminated by Purchaser or Seller in accordance
with any of the provisions of this Agreement that give Purchaser or Seller the right to terminate this Agreement,
then neither party shall have any further rights or obligations hereunder (except for indemnity obligations of either
party pursuant to the other provisions of this Agreement) and the Deposit shall be returned to Purchaser and each
party shall bear its own costs incurred hereunder.

Section 10.18. 1031 Exchange. Purchaser agrees to reasonably cooperate with Seller (without liability or cost to
Purchaser) in Seller's efforts to consummate the sale of the Property in a manner which qualifies as a so-called
"deferred" or "like-kind" exchange pursuant to Section 1031 of the Internal Revenue Code for Seller, or any
affiliate thereof (a "Seller 1031 Exchange"). Such cooperation shall include, without limitation, acquiring the
Property or any portion thereof or interest therein from a qualified intermediary, Seller assigning all or any portion
of its rights and/or obligations under this Agreement to a qualified intermediary and Purchaser paying all or any
portion of the Purchase Price to a qualified intermediary. Seller shall be responsible for all costs and expenses
related to a Seller 1031 Exchange and shall fully indemnify, defend and hold Purchaser harmless from and against
any and all liability, claims, damages, expenses (including, without limitation, reasonable attorneys' fees other than
those incurred prior to Closing to review documents to facilitate the Seller 1031 Exchange), taxes, fees,
proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any
manner related to such Seller 1031 Exchange. The provisions of the immediately preceding sentence shall survive
Closing and the transfer of the Property to Purchaser.
Seller agrees to reasonably cooperate with Purchaser (without liability or cost to Seller) in connection with the
acquisition of all or a portion of the Property by Purchaser or a designee permitted pursuant to Section 10.3
hereof as part of a "deferred" or "like-kind" exchange pursuant to Section 1031 of the Internal Revenue Code (a
"Purchaser 1031Exchange"). Purchaser shall be responsible for all costs and expenses related to a Purchaser
1031 Exchange and shall fully indemnify, defend and hold Seller harmless from and against any and all liability,
claims, damages, expenses (including, without limitation, reasonable attorneys' fees to facilitate the Purchaser
1031 Exchange), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of,
connected with or in any manner related to such Purchaser 1031 Exchange. The provisions of the immediately
preceding sentence shall survive Closing and the transfer of the Property to Purchaser.

Section 10.19. One Madison Avenue Address. Purchaser covenants that it will not change or seek to change the
street address of the South Building, or permit the street address of the South Building to be changed or
modified, to anything other than "One Madison Avenue" and the Deed shall contain a provision evidencing such
restriction. The obligations of Purchaser in this Section shall survive the Closing.

Section 10.20. MetLife Lease. It is understood and agreed between the parties that from and after the Closing
Seller will be leasing approximately 150 rentable square feet on the 11th Floor of the South Building pursuant to a
lease between Purchaser, as landlord, and Seller, as tenant, in substantially the form and substance of Exhibit S
attached hereto and made a part hereof (the "MetLife Lease"). At the Closing Purchaser and Seller shall execute
and deliver to each other the MetLife Lease.

                                                           29


Section 10.21. Industrial and Commercial Incentive Program. Seller hereby notifies Purchaser that Seller has
previously applied for the benefits provided by Sections 11-256 through 11-267 of the Administrative Code of
the City of New York, authorized by Title 2-D of Article 4 of the New York Real Property Tax Law and all
rules and regulations promulgated thereunder (herein collectively called the "Industrial and Commercial Incentive
Program" or the "ICIP Program"). The New York City Department of Finance determined that the renovations
made by Seller did not result in an assessable increase which would be subject to the benefits of the ICIP
Program. No representation is made by Seller as to the availability of any reduction in real estate taxes as a result
of the ICIP Program and there will be no adjustment in the Purchase Price hereunder as a result of the lack of
benefits from the ICIP Program. Purchaser agrees to take any action it deems appropriate with respect to the
ICIP Program at its own cost and expense.

Section 10.22. Transfer Fee.

(A) As additional consideration for the conveyance of the Property, Purchaser shall pay to Seller 25% of the Net
Gain on any Transfer that occurs from and after the Closing Date to the first anniversary of the Closing Date, as
follows:

(i) "Transfer" includes (a) any direct or indirect transfer of any direct or indirect interest in all or part of the
Property or of Purchaser, (b) any transaction which causes ultimate beneficial ownership of all or any part of the
Property or Purchaser to change, and (c) any option or similar contract which allows the holder to effectuate a
Transfer by payment of consideration within twelve (12) months after its issuance. The term "Transfer" does not
include any of the foregoing to an Affiliated Party (as hereinafter defined), and does not include (1) any mortgage
loan or mezzanine loan made substantially on institutional loan terms or any preferred equity investment in
Purchaser, (2) the sale or transfer of the Tower or any direct or indirect interest in Purchaser (or the entity
acquiring fee title to the Units comprising the Tower in accordance with Section 10.3) in connection with the
development and/or subsequent conversion of the Tower into a residential condominium and the subsequent sale
of units of such condominium, (3) any sale of securities in either Green, Gramercy Capital Corp., a publicly
traded company which as of the date hereof is 25% owned by Green ("Gramercy") or Column, or any Affiliated
Party thereof or (4) the merger, consolidation or the transfer of all or substantially all of the assets of either Green,
Gramercy or Column. As used herein, an Affiliated Party shall mean any party which is either (x) Green, or any
affiliate of Green, (y) Gramercy, or any affiliate of Gramercy, or (z) Column, or any affiliate of Column. An
"affiliate" for purposes of this Section means, when used with reference to a specified party, any person or entity
that directly or indirectly controls, or is controlled by, or is under common control with the specified party.

(ii) A Transfer shall be deemed to have occurred upon the delivery of a deed, assignment, stock purchase
agreement, merger certificate or other evidence

                                                         30


of such Transfer to the transferee or its agent or designee and payment of consideration therefor. A Transfer
pursuant to an option or similar contract described in item (A)(i)(c) above shall be deemed to have occurred
upon the exercise of the applicable option, the delivery (if applicable) of a deed, assignment or other evidence of
such Transfer to the transferee or its agent or designee and payment of consideration therefor.

(iii) "Net Gain" with respect to any asset or interest subject to a Transfer is the excess, as of the date of such
Transfer, of (a) the fair market value of the gross consideration (including, without limitation, cash and all other
property, notes, securities, contracts, and instruments) given to or for the benefit of Purchaser or any direct or
indirect holder of an interest in Purchaser (other than the sale of stock in any publicly held company) or the
Property in connection with the Transfer of such asset or interest over (b) the sum of (1) all reasonable Transfer
expenses, such as legal fees, brokerage commissions, transfer taxes, recording fees, and other fees for customary
transfer services paid to parties unrelated to Purchaser, the transferor, and the transferee in connection with the
Transfer of such asset or interest, plus (2) the product of the Cost Percentage indicated below for such asset or
interest multiplied by the Purchase Price, plus (3) the unamortized portion of any additional capitalized or
expensed investment fully paid by Purchaser (as evidenced to the reasonable satisfaction of Seller) after the
Closing Date and prior to the Transfer which is attributable to such asset or interest.

(iv) For purposes of this Section 10.22, the "Cost Percentages" for each of the portions of the Property shall be
as set forth in the Deeds for the South Building and the Tower, or if separate Deeds are not delivered, shall be
based upon values of 802 and 116, respectively (South Building: Tower). To the extent that, rather than a
transfer of the South Building or the Tower, the applicable Transfer relates to an interest in the South Building
and/or the Tower, the Cost Percentage will be the applicable percentage based upon the portion of the Property
directly or indirectly represented by such interest. If the entire Property or all of the ownership interests in
Purchaser are the subject of a Transfer, the Cost Percentage shall be one hundred percent (100%). If the interest
subject to a Transfer represents less than one hundred percent of the ownership interest in Purchaser, the
applicable Cost Percentage for such Transfer shall be equal to the percentage of ownership interest being
transferred.

(B) The additional consideration payable by Purchaser to Seller under this Section 10.22 shall be due and
payable by wire transfer of immediately available funds (to an account designated by Seller) within ten (10) days
after the date the Transfer occurs, whether or not the gross consideration given in connection for Transfer is in
cash or non-cash form.

                                                         31


(C) Any dispute arising from or in any way relating to this Section 10.22, including breach thereof, shall be
determined in a federal or state court in the City of New York, to which Purchaser and Seller hereby submit for
jurisdiction; provided, that by written notice to Purchaser given within twenty (20) days after Seller has been
served with a complaint which has been filed in court, Seller may in its sole and absolute discretion cause such
dispute to be resolved instead by expedited arbitration in accord with the Commercial Arbitration Rules for
Expedited Procedures of the American Arbitration Association by a single arbitrator who is appointed by the
President of the Real Estate Board of New York and has no affiliation with any party to such dispute.

(D) The provisions of this Section 10.22 shall survive Closing.

Section 10.23. Joint and Several Liability. Each of the entities comprising Purchaser shall be jointly and severally
liable for all the obligations of Purchaser under this Agreement.

                                   [NO FURTHER TEXT ON THIS PAGE]

                                                         32


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.
SELLER:

METROPOLITAN LIFE INSURANCE COMPANY
a New York corporation

                                       By: /s/ Kevin Thorwarth
                                           ----------------------------
                                       Name: Kevin Thorwarth
                                       Title: Managing Director




PURCHASER:
1 MADISON VENTURE LLC
a Delaware limited liability company

                                       By: /s/ Marc Holliday
                                           ----------------------------
                                       Name: Marc Holliday
                                       Title: President




and

COLUMN FINANCIAL, INC.
A Delaware corporation

                                       By: /s/ Mason Sleeper
                                           ----------------------------
                                       Name: Mason Sleeper
                                       Title: Vice President




Escrow Agent executes this Agreement below solely for the purpose of acknowledging that it agrees to be bound
by the provisions of Sections 1.5 and 1.6 hereof.

ESCROW AGENT:

JP Morgan Chase Bank, N.A.

a -------------------------

                                         By: /s/ Jason M. Orben
                                             -----------------------
                                         Name: Jason M. Orben
                                         Title: Vice President




                                                      33


                                                 Exhibit 10.98

                                         METLIFE BUILDING
                                  200 PARK AVENUE, NEW YORK, NY

                                              PURCHASE AND

                                            SALE AGREEMENT

                                                 BETWEEN
                       METROPOLITAN TOWER LIFE INSURANCE COMPANY,
                                    a Delaware corporation,

                                                     AS SELLER,

                                                         AND

                                TISHMAN SPEYER DEVELOPMENT, L.L.C.,
                                     a Delaware limited liability company,

                                                  AS PURCHASER

                                                 As of April 1, 2005



                                    PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is made as of April 1, 2005 (the
"EFFECTIVE DATE"), by and between METROPOLITAN TOWER LIFE INSURANCE COMPANY, a
Delaware corporation ("SELLER") and TISHMAN SPEYER DEVELOPMENT, L.L.C., a Delaware limited
liability company ("PURCHASER").

                                                   WITNESSETH:

                                                     ARTICLE I

                                             PURCHASE AND SALE

SECTION 1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following:

(a) that certain tract or parcel of land situated in New York County, New York, more particularly described in
Exhibit A attached hereto and made a part hereof, together with all rights and appurtenances pertaining to such
property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (the
property described in clause (a) of this Section 1.1 being herein referred to collectively as the "LAND");

(b) the building (the "BUILDING") structures, fixtures and other improvements affixed to or located on the Land,
excluding fixtures owned by tenants (the property described in clause (b) of this Section 1.1 being herein referred
to collectively as the "IMPROVEMENTS");

(c) excepting only those items of personal property more particularly identified on Exhibit B-1 attached hereto
and all items of personal property owned by Seller or any affiliate thereof as tenant pursuant to any of the Leases
(as hereinafter defined), any and all of Seller's right, title and interest in and to all tangible personal property
located upon the Land or within the Improvements, including, without limitation, any and all appliances, furniture,
carpeting, draperies and curtains, tools and supplies, plans, specifications, drawings, books and building records
and other items of personal property owned by Seller (excluding cash and any software), located on and used
exclusively in connection with the operation of the Land and the Improvements, which personal property includes
without limitation the personal property listed on Exhibit B attached hereto (the property described in clause (c)
of this
Section 1.1 being herein referred to collectively as the "PERSONAL PROPERTY");

(d) excepting only Seller's interest, if any, as tenant under any Leases and the interest of any affiliate of Seller, as
tenant, under any Leases, any and all of Seller's right, title and interest in and to the leases, licenses and
occupancy agreements and amendments thereof and any guarantees thereof, covering all or any portion of the
Real Property (as defined in Section 1.3 hereof), (the property described in clause (d) of this Section 1.1 being
herein referred to collectively
as the "LEASES"), together with all rents, reimbursements of real estate taxes and operating expenses, and other
sums due thereunder (the "RENTS") and any and all security deposits in connection therewith, including letters of
credit (the "SECURITY DEPOSITS");

(e) any and all of Seller's right, title and interest in and to (i) all assignable contracts and agreements (collectively,
the "OPERATING AGREEMENTS") listed and described on Exhibit C attached hereto and made a part hereof,
relating to the upkeep, repair, maintenance or operation of the Land, Improvements or Personal Property, and (ii)
all assignable existing warranties and guaranties (express or implied) issued to Seller in connection with the
Improvements or the Personal Property, and (iii) all assignable existing permits, licenses, approvals, authorizations
and certificates of occupancy issued by any governmental authority in connection with the Property (the property
described in clause (e) of this Section 1.1 being sometimes herein referred to collectively as the
"INTANGIBLES"); and

(f) such right, title and interest, if any, Seller may have in and to that certain grant of term dated October 29,
1959, recorded in the Office of the Register of the City of New York, County of New York, in Liber 5123 cp
235, as amended by Agreement dated April 19, 1961, recorded in said Office in Liber 5151, cp 676 and by
Agreement dated as of June 15, 1963 recorded in said Office in Liber 5244, cp 402 (the "GRANT OF
TERM"); and that certain Agreement of Lease dated as of October 30, 1959, a memorandum of which was
recorded in said Office in Liber 5104, cp 598, as amended by certain Agreements dated as of June 27, 1960,
April 19, 1961 and June 4, 1963, which were recorded in said Office in Liber 5152, cp 16, Liber 5152, cp 1
and Liber 5244, cp 410, respectively (the "PRIME LEASE"); (the Grant of Term and Prime Lease being
sometimes herein referred to collectively as the "GROUND LEASE").

SECTION 1.2 Reservation of Existing Signs. It is expressly agreed by the parties hereto that Seller does except
from the sale of the Property hereunder and reserve to and for the benefit of itself and its successors and assigns,
all signs, sign panels, logos, names, insignias and other identifying symbols and marks that, as of the date hereof,
name, identify, signify, or otherwise pertain or refer to MetLife, Met Life and the MetLife Building 200 Park
Avenue and the conduits, equipment, utility lines and facilities and appurtenances serving, supplying, benefiting
and securing the same in place (collectively the "Existing Signs") including specifically, without limitation, the
illuminated signs, logos and insignias located near the top of each of the exterior facades of the Building, all as
more particularly described and illustrated on Exhibit A-1 attached hereto. It is further acknowledged by the
parties hereto, that Seller shall (or has) retained and/or granted, conveyed and assigned all right, title and interest
in and to any and all such Existing Signs, together with all rights, reservations and easements to use, repair,
replace, illuminate, modify and assign same, all as more particularly described in, and pursuant to, that certain
perpetual easement to be contained in and reserved to and for the benefit of Seller and its successors and assigns
in the Deed; as the same may be hereinafter assigned pursuant to the terms thereof.

SECTION 1.3 Property Defined. The Land and the Improvements are hereinafter sometimes referred to
collectively as the "REAL PROPERTY." The Land, the Improvements, the Ground Lease, the Personal
Property, the Leases and the Intangibles are hereinafter sometimes referred to collectively as the "PROPERTY."



SECTION 1.4 Purchase Price. Seller is to sell and Purchaser is to purchase the Property for the amount of ONE
BILLION SEVEN HUNDRED TWENTY MILLION and 00/100 DOLLARS ($1,720,000,000.00) (the
"PURCHASE PRICE").

SECTION 1.5 Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and
adjustments as herein provided, shall be payable in full at Closing in cash by wire transfer of immediately available
funds to the bank account or accounts designated by Seller in writing to Purchaser prior to the Closing.

SECTION 1.6 Deposit. Concurrently with the execution and delivery of this Agreement, Purchaser has
deposited in escrow with JP Morgan Chase Bank, N.A. (the "ESCROW AGENT"), having its office at c/o New
York Escrow Services, 4 New York Plaza, 21st Floor, New York, New York 10004 (ABA No: 021-000-
021; Account Number: 507955013), the sum of ONE HUNDRED MILLION and 00/100 DOLLARS
($100,000,000.00) (such sum, together with any and all interest earned thereon, the "DEPOSIT") in good funds,
either by certified bank or cashier's check or by federal wire transfer. The Escrow Agent shall hold the Deposit in
an interest-bearing account reasonably acceptable to Seller and Purchaser, in accordance with the terms and
conditions of this Agreement. All interest earned on the Deposit shall become a part of the Deposit, shall be
credited against the balance of the Purchase Price due from Purchaser at Closing, and shall be deemed income of
Purchaser. Purchaser and Seller shall each be responsible for the payment of one-half of all costs and fees
imposed on the Deposit account. The Deposit shall be distributed in accordance with the terms of this
Agreement. The failure of Purchaser to timely deliver any Deposit hereunder shall be a material default, and shall
entitle Seller, at Seller's sole option, to terminate this Agreement immediately.

SECTION 1.7 Escrow Agent. Escrow Agent shall hold and dispose of the Deposit in accordance with the terms
of this Agreement. Seller and Purchaser agree that the duties of the Escrow Agent hereunder are purely
ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance
with this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the
Deposit for any reason other than Escrow Agent's willful misconduct or gross negligence. In the event that
Escrow Agent shall be in doubt as to its duties or obligations with regard to the Deposit, or in the event that
Escrow Agent receives conflicting instructions from Purchaser and Seller with respect to the Deposit, Escrow
Agent shall not disburse the Deposit and shall, at its option, continue to hold the Deposit until both Purchaser and
Seller agree in writing as to its disposition or until a final judgment is entered by a court of competent jurisdiction
directing its disposition, or Escrow Agent shall interplead the Deposit in accordance with the laws of the state in
which the Property is located.

Escrow Agent shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss
of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon or for any
loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is
deposited.



Escrow Agent shall dispose of the Deposit in accordance with written instructions jointly executed by both Seller
and Purchaser or as directed by order of a court of competent jurisdiction.

Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections
1.6 and 1.7 hereof.

                                                    ARTICLE II

                                              TITLE AND SURVEY

SECTION 2.1 Title Inspection Period. Purchaser acknowledges and agrees that (a) Seller has furnished to
Purchaser prior to the Effective Date: (i) a current preliminary title report dated January 24, 2005, ("Title
Commitment") issued by Chicago Title Insurance Company on the Real Property, accompanied by copies of all
documents referred to in the report; (ii) a copy of the land title survey (the "Survey") prepared by Earl B. Lowell
- S.P. Belcher, Inc. dated August 19, 1963, as updated by visual inspection as of February 23, 2005, for the
Land and the Improvements; and (iii) copies of the most recent property tax bills for the Property; (b) Purchaser
has had an opportunity, prior to the Effective Date, to order its own title report and survey for the Land and
Improvements; and (c) any and all matters (the " Existing Title, and Survey Matters") referred to, reflected in or
disclosed by, the materials referred to in the Title Commitment (other than Exceptions numbered 32 through 57)
and the Survey, inclusive, have been agreed to and accepted by Purchaser and that, as of the Effective Date,
Purchaser has approved the Existing Title and Survey Matters and the condition of title, including, without
limitation, the Ground Lease, to the Real Property, and the Existing Title and Survey Matters shall constitute
Permitted Exceptions.

SECTION 2.2 Pre-Closing "Gap" Title Defects. Purchaser may, after the Effective Date but prior to the Closing,
notify Seller in writing (the "Gap Notice") of any objections to title (a) raised by the Title Company between the
Effective Date and the Closing and (b) not disclosed by the Title Company or otherwise known to Purchaser
prior to the Effective Date; provided that Purchaser must notify Seller of such objection to title within two (2)
business days of being made aware of the existence of such exception. If Purchaser issues a Gap Notice to
Seller, Seller shall have five (5) business days after receipt of the Gap Notice to notify Purchaser (a) that Seller
will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend
the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days; or (b) that
Seller elects not to cause such exceptions to be removed. The procurement by Seller of a commitment for the
issuance of the Title Policy (as defined in Section 2.5 hereof) or an endorsement thereto (in form and substance
reasonably acceptable to Purchaser) insuring Purchaser against any title exception which was disapproved
pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice
under clause (b) above, Purchaser shall have five (5) business days in which to notify Seller that Purchaser will
nevertheless proceed with the purchase and to take title to the Property subject to such exceptions, or that
Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of
this paragraph, then neither party shall have any further rights or obligations



hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this
Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred
hereunder. If Purchaser shall fail to notify Seller of its election within said five-day period, Purchaser shall be
deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions.
Notwithstanding anything to the contrary contained in this Article II, Seller agrees that it shall at or prior to
Closing: (i) with respect to mechanics liens against the Property (unless the same is the obligation of any tenant
under any of the Leases), provided Purchaser furnishes Seller with written notice of the same within five (5)
business days of Purchaser being made aware of the same, cure or remove the same by bonding or by agreeing
to execute and deliver to the Title Company such documents in form, scope and substance satisfactory to Seller,
that the Title Company, in its reasonable discretion, may request or require in order to remove from Schedule B
of Purchaser's title insurance policy such mechanics or materialmen liens; (ii) with respect to judgment liens
against Seller or its affiliates, Seller agrees to deliver to the Title Company, Seller's agreement to indemnify the
Title Company against the enforcement of such judgments against the Property, or such other agreement of Seller
as is mutually satisfactory to Seller and the Title Company; (iii) cure or remove other defects in title to the
Property that can be cured or removed by the payment of a sum of money in a liquidated amount that does not
exceed, in the aggregate, Five Million and 00/100 Dollars ($5,000,000.00); and (iv) to remove encumbrances
against the Property willfully caused by Seller after the Effective Date; however nothing in this paragraph shall be
deemed or construed to imply that Seller has any obligation to take any such action with respect to any of the
Permitted Exceptions (as hereinafter defined). Notwithstanding anything to the contrary contained or implied in
this Agreement, it is understood and agreed that Seller shall not be required to bring any action or proceeding in
order to cure or remove any defects in or objections to title in the Property.

SECTION 2.3 Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are
hereinafter referred to as the "PERMITTED EXCEPTIONS":

(a) all liens, encumbrances, easements, covenants, conditions and restrictions affecting the Property which are set
forth in the Title Commitment (other than Exceptions numbered 32 through 57) and not set forth in the Gap
Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been
unable to remove or cure and (y) subject to which Purchaser has elected to accept the conveyance of the
Property;

(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof,
or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been
unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the
conveyance of the Property;

(c) the rights of tenants under the Leases;

(d) the rights of the Seller and/or any affiliate thereof, as tenant, under those certain Leases to be entered into
between Seller and Metropolitan Life Insurance Company for premises located on portions of the 12th floor,
32nd floor, 40th floor, 57th floor and the 56th floor of the Building;



(e) all rights reserved to Seller and its successors and assigns with respect to the Existing Signs as more
particularly described in the Deed;

(f) the lien of all ad valorem real estate taxes and assessments and taxes and assessments levied against the
Property resulting from its inclusion in the Grand Central Partnership Business Improvement District, not yet due
and payable as of the date of Closing, subject to adjustment as herein provided;

(g) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and
zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;

(h) items shown on the Survey and not objected to by Purchaser or waived or deemed waived by Purchaser in
accordance with Section 2.2 hereof.; and

(i) the temporary certificate of occupancy for the Property.

SECTION 2.4 Violations. Purchaser shall accept title to the Property subject to any note or notices of violations
of Law or municipal ordinances, orders or requirements noted or issued by any governmental department having
jurisdiction over the Property, against or affecting the Property, or relating to conditions thereat at the date hereof
or the Closing.

SECTION 2.5 Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser fee simple title to
the Land and Improvements, by execution and delivery of the Deed (as defined in Section 4.2(a) hereof). If at the
Closing there shall be any liens, encumbrances or charges effecting title which are not permitted pursuant to this
Agreement, Seller may, at Seller's option, upon request from Seller to Purchaser, require Purchaser to apply such
portion of the Purchase Price as shall be necessary to discharge such liens, encumbrances and charges and pay
the recording fees for the same, and in such event, Seller shall deliver to Purchaser instruments in recordable form
sufficient to discharge the same of record. Evidence of delivery of such title shall be the issuance by Chicago Title
Insurance Company (the "TITLE COMPANY"), or another national title company, of a 1992 ALTA Owner's
Policy of Title Insurance (the "TITLE POLICY") covering the Real Property, in the full amount of the Purchase
Price, subject only to the Permitted Exceptions.

                                                   ARTICLE III



                                            REVIEW OF PROPERTY

SECTION 3.1 Right of Inspection. Purchaser acknowledges and agrees that it has had an opportunity prior to
the Effective Date to make any and all physical, environmental and other inspections of the Property as Purchaser
has deemed necessary and / or appropriate in connection with the transaction contemplated by this Agreement,
and that Purchaser has agreed, subject to the provisions of
Section 2.2 and Article VII hereof, to accept the Property at the Closing in the condition that exists on the
Effective Date, reasonable wear and tear excepted. Purchaser further acknowledges and agrees that it has prior
to the Effective Date has had access to due diligence files made available on the website (via peracom.com) for
the Property and has had the opportunity to examine at the Property (or the property manager's office, as the
case may be) documents and files located at the Property or the property manager's office concerning the leasing,
maintenance and operation of the Property (including without limitation, copies of permits, licenses, certificates of
occupancy, plans and specifications, and insurance certificates related to the Property, to the extent in Seller's or
the property manager's possession), but excluding Seller's partnership or corporate records, internal memoranda,
financial projections, budgets, appraisals, accounting and tax records and similar proprietary, confidential or
privileged information (collectively, the "CONFIDENTIAL DOCUMENTS").

It is further agreed by the parties hereto that in no event shall Purchaser provide any governmental entity or
agency with information concerning the environmental condition of the Property without first obtaining Seller's
prior written consent thereto, which Seller shall provide in the event that Purchaser is required by applicable law
to provide such information to a governmental agency or entity.

Purchaser agrees to protect, indemnify, defend and hold Seller harmless from and against any claim for liabilities,
losses, costs, expenses (including reasonable attorneys' fees), damages or injuries arising out of or resulting from
the inspection of the Property at any time by Purchaser, its agents, employees, representatives or consultants or
any act or omission by Purchaser or its agents, employees or consultants, and notwithstanding anything to the
contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any
termination of this Agreement.
SECTION 3.2 (a) Property Reports. PURCHASER ACKNOWLEDGES THAT PRIOR TO THE
EFFECTIVE DATE (1) PURCHASER HAS RECEIVED COPIES OF THE ENVIRONMENTAL AND
OTHER REPORTS LISTED ON EXHIBIT D ATTACHED HERETO AND HAS HAD MADE
AVAILABLE TO IT BY SELLER OTHER PROPERTY REPORTS IN SELLER'S POSSESSION, AS
MORE PARTICULARLY LISTED ON EXHIBIT D-1 ATTACHED HERETO, (COLLECTIVELY, THE
"PROPERTY REPORTS")
(2) IF SELLER DELIVERS ANY ADDITIONAL ENVIRONMENTAL REPORTS TO PURCHASER,
PURCHASER WILL ACKNOWLEDGE IN WRITING THAT IT HAS RECEIVED SUCH REPORTS
PROMPTLY UPON RECEIPT THEREOF, AND (3) ANY PROPERTY REPORTS DELIVERED OR TO
BE DELIVERED BY SELLER OR MADE AVAILABLE BY SELLER OR ITS AGENTS OR
CONSULTANTS TO PURCHASER ARE BEING MADE AVAILABLE SOLELY AS AN
ACCOMMODATION TO PURCHASER AND MAY NOT BE RELIED UPON BY PURCHASER IN
CONNECTION WITH THE PURCHASE OF THE PROPERTY.



PURCHASER AGREES THAT SELLER SHALL HAVE NO LIABILITY OR OBLIGATION
WHATSOEVER FOR ANY INACCURACY IN OR OMISSION FROM ANY PROPERTY REPORT.
PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS PRIOR TO THE EFFECTIVE DATE
CONDUCTED ITS OWN INVESTIGATION OF THE ENVIRONMENTAL, STRUCTURAL,
ARCHITECTURAL, MECHANICAL AND PHYSICAL CONDITION OF THE PROPERTY TO THE
EXTENT PURCHASER DEEMED SUCH AN INVESTIGATION TO BE NECESSARY OR
APPROPRIATE AND PURCHASER HAS APPROVED OF THE PHYSICAL AND ENVIRONMENTAL
CONDITION OF THE PROPERTY AS OF THE EFFECTIVE DATE. THE PROVISIONS OF THIS
SECTION SHALL SURVIVE THE CLOSING OR OTHER TERMINATION OF THIS AGREEMENT.

(b) Reliance Letters. At Purchaser's request, Seller agrees to request in writing that such consultants who have
issued a Property Report addressed to Seller provide a Reliance Letter to Purchaser.

SECTION 3.3 Review of Tenant Estoppels. Seller shall deliver copies of completed estoppel certificates in
substantially the form of Exhibit E attached hereto (the "Tenant Estoppels"), that meet the tenant estoppel
standards hereinafter described, to Purchaser on the Effective Date, and thereafter, as Seller receives them but in
any event, no later than three (3) days prior to the Closing. Purchaser shall notify Seller in writing within three (3)
business days of receipt of any Tenant Estoppel in the event Purchaser determines such Tenant Estoppel is not
acceptable to Purchaser along with the reasons for such determination; however it is understood and agreed that
any Tenant Estoppel shall not be deemed or determined to be unacceptable if in the form attached as Exhibit E or
in the form required by the applicable Lease unless it (i) identifies a material default under the applicable Lease
not previously disclosed to Purchaser or (ii) discloses material discrepancies between the Tenant Estoppel and
the terms of the applicable Lease made available to Purchaser. In the event Purchaser fails to give such notice
within such three
(3) business day period then any such Tenant Estoppel shall be deemed to be acceptable to Purchaser.

In the event that Seller fails to obtain the Tenant Estoppels that are satisfactory or deemed satisfactory to
Purchaser with respect to tenants of the Property that meet the tenant estoppel standards described (or in lieu
thereof, at Seller's option, Seller's estoppels therefor) on Exhibit F attached hereto, on or before three (3) days
prior to Closing, Purchaser shall have the right to terminate this Agreement by written notice to Seller.
Notwithstanding the immediately succeeding sentence hereof, if Purchaser has not received the Tenant Estoppels
by the third day prior to the Closing, Seller shall have the right to extend the Closing for up to five (5) business
days so that Seller may determine whether the Tenant Estoppels can be provided during such extended period. If
Seller exercises the right to extend the Closing and if the Tenant Estoppels are not provided within such five (5)
business day period or if same are received but same are not satisfactory to Purchaser, for the reasons permitted
under this Agreement, Purchaser shall have the right to terminate this Agreement by written notice to Seller upon
the expiration of such five (5) business day period. If this Agreement is terminated pursuant to the foregoing
provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for
any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit shall be
returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser fails to give Seller
a notice of termination as set forth above, Purchaser shall be deemed to have
approved the Tenant Estoppels and to have elected to proceed with the purchase of the Property pursuant to the
terms hereof.

Notwithstanding the foregoing, Seller shall have, with respect to up to three (3) Major Tenants (as defined on
Exhibit F) and any other tenant only, the option to provide its own estoppel in the form of Exhibit E-1 attached
hereto in lieu of any required Tenant Estoppel which Seller fails to obtain (the "Seller Estoppel Form"). In the
event that such option is exercised, at least three (3) business days prior to the Closing, Seller shall deliver to
Purchaser the Seller Estoppel Form or Forms that Seller intends to execute for each tenant for whom a Tenant
Estoppel has not been received with all blanks filled in and information inserted therein.

The representations and warranties set forth in any Seller Estoppel Form shall survive the Closing for a period of
one hundred eighty (180) days after the Closing and Seller's liability to Purchaser for a breach of any
representation or warranty set forth in any Seller Estoppel Form shall be equal to the Seller's Estoppel Cap (as
hereinafter defined) and shall not be subject to the Cap limitations of Section 5.4 hereof. As used herein, "Seller's
Estoppel Cap" shall mean (a) Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate. Any Tenant
Estoppel which is received from a tenant after Seller provides its own estoppel may be substituted for Seller's
Estoppel Form and Seller shall have no further liability thereunder, provided that such Tenant Estoppel contains
no changes or, if changed, is otherwise reasonably acceptable to Purchaser. The provisions of this Section 3.3
shall survive the Closing.

SECTION 3.4 Union Employees. Purchaser shall be obligated to and hereby agrees to continue to employ, or
cause its property manager or cleaning contractor to continue to employ, after the Closing, union employees
employed at the Property as of the Closing, which includes without limitation, the employees referenced on
Exhibit S attached hereto and made a part hereof. The terms of the immediately preceding sentence shall survive
Closing. At the Closing, Purchaser shall join with Seller in executing notices pursuant to the union contracts
referred to on Exhibit T hereto, substantially in form of Exhibit U attached hereto and made a part hereof, which
Purchaser shall send to such party or parties identified in such notices.

                                                   ARTICLE IV

                                                     CLOSING

SECTION 4.1 Time and Place. The consummation of the transaction contemplated hereby (the "CLOSING")
shall be held at the offices of Seller, subject to Seller's option as hereinafter described. Purchaser acknowledges
that it is a material condition to the obligations of Purchaser under this Agreement that the Closing occur not later
than May 4, 2005. Purchaser, subject to the second paragraph of Section 3.4, Section 2.2 and Article VII
hereof, shall not be entitled to any adjournment of the Closing beyond May 10, 2005, time being of the essence
as to the performance of Purchaser's obligations hereunder by such date. At the Closing, Seller and Purchaser
shall perform the obligations set forth in, respectively, Section 4.2 and Section 4.3 hereof, the performance of
which obligations shall be concurrent conditions; provided that the Deed and the Assignment of Ground Lease
shall not be recorded until Seller receives confirmation that Seller has received the full amount of the Purchase
Price, adjusted by prorations as set forth herein. At



Seller's option, the Closing shall be consummated through an escrow administered by Escrow Agent pursuant to
additional escrow instructions that are consistent with this Agreement. In such event, the Purchase Price and all
documents shall be deposited with the Escrow Agent as escrowee.

SECTION 4.2 Seller's Obligations at Closing. At Closing, Seller shall:

(a) deliver to Purchaser a duly executed Bargain And Sale Deed Without Covenants Against Grantor's Acts (the
"DEED") which shall contain the covenant required by Section 13 of the New York Lien Law, in the form
attached hereto as Exhibit G, conveying the Land and Improvements, subject only to the Permitted Exceptions
and expressly reserving in favor of Seller, its successors and assigns, the easement rights contained therein. Seller
shall omit from the Deed the recital of any or all of the "subject to" clauses herein contained and/or any other title
exceptions, defects or objections, other than that certain Distinctive Sidewalk Improvement and Maintenance
Agreement dated 06/03/1991, which have been waived by Purchaser in accordance with the terms of this
Agreement or consented to in writing by Purchaser, but the same shall nevertheless survive delivery of the Deed.
The terms of the immediately preceding sentence shall survive the Closing;

(b) deliver to Purchaser a duly executed bill of sale (the "BILL OF SALE") conveying the Personal Property
without warranty of title or use and without warranty, express or implied, as to merchantability and fitness for any
purpose and in the form attached hereto as Exhibit H;

(c) assign to Purchaser, and Purchaser shall assume the landlord/lessor interest in and to the Leases, Rents and
Security Deposits, and any and all obligations to pay leasing commissions and finder's fees with respect to the
Leases and amendments, renewals and expansions thereof, to the extent provided in Section 4.4(c)(v) hereof, by
duly executed assignment and assumption agreement (the "ASSIGNMENT OF LEASES") in the form attached
hereto as Exhibit I pursuant to which (i) Seller shall indemnify Purchaser and hold Purchaser harmless from and
against any and all claims pertaining thereto arising prior to Closing and (ii) Purchaser shall indemnify Seller and
hold Seller harmless from and against any and all claims pertaining thereto arising from and after the Closing
(including without limitation, claims made by tenants with respect to tenants' Security Deposits to the extent
actually paid, credited or delivered to Purchaser) as provided therein;

(d) assign to Purchaser, and Purchaser shall assume such right, title, and interest, if any, Seller may have in the
landlord/lessor interest in and to the Grant of Term and assign to Purchaser, and Purchaser shall assume, such
right, title and interest, if any, Seller may have in the tenant/lessee interest in and to the Prime Lease by duly
executed Quitclaim Assignment of Grant of Term and Prime Lease in the form attached hereto as Exhibit R,
pursuant to which Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims
pertaining thereto arising from and after the Closing;

(e) to the extent assignable, assign to Purchaser, or cause to be assigned to Purchaser, and Purchaser shall
assume, Seller's and/or Seller's property manager's interest in the Operating Agreements and the other Intangibles
by duly executed assignment and assumption



agreement (the "ASSIGNMENT OF CONTRACTS") in the form attached hereto as Exhibit J pursuant to which
(i) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all claims pertaining
thereto arising prior to Closing, and (ii) Purchaser shall indemnify Seller and hold Seller harmless from and against
any and all claims pertaining thereto arising from and after the Closing;

(f) join with Purchaser to execute a notice (the "TENANT NOTICE") in the form attached hereto as Exhibit K,
which Purchaser shall send to each tenant under each of the Leases promptly after the Closing, informing such
tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under,
the Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable
after the Closing under each such Lease be paid as set forth in the Tenant Notice;

(g) join with Purchaser to execute a notice (the "OPERATING NOTICE") in a form reasonably acceptable to
Purchaser and Seller, which Purchaser shall send to each party under each of those Operating Agreements which
are assigned to Purchaser, promptly after the Closing, informing such party of the sale of the Property and of the
assignment to Purchaser of Seller's interest in, and obligations under, the Operating Agreements;

(h) In the event that any representation or warranty of Seller made herein needs to be modified due to changes
since the Effective Date, deliver to Purchaser a certificate, dated as of the date of Closing and executed on behalf
of Seller by a duly authorized officer thereof, identifying any representation or warranty which is not, or no longer
is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to
Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty
which results from any change that (i) occurs between the Effective Date and the date of Closing and is expressly
permitted under the terms of this Agreement, (ii) occurs between the Effective Date and the date of the Closing
and is beyond the reasonable control of Seller to prevent; or (iii) is discovered by Purchaser during the course of
any inspections of the Property prior to the Effective Date hereof, provided, however, that the occurrence of a
change which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if
materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in
Section 4.6(b) hereof; if, despite changes or other matters described in such certificate, the Closing occurs,
Seller's representations and warranties set forth in this Agreement shall be deemed to have been modified by all
statements made in such certificate;
(i) deliver to Purchaser such evidence as the Title Company may reasonably require as to the authority of the
person or persons executing documents on behalf of Seller;

(j) deliver to Purchaser a certificate in the form attached hereto as Exhibit L duly executed by Seller stating that
Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986 as amended;

(k) deliver to Purchaser originals (to the extent originals are in Seller's or Seller's property manager's possession,
or photocopies if originals are not in Seller's or Seller's property manager's possession) of the Leases (and the
Security Deposits), Ground Lease and the



Operating Agreements, together with such leasing and property files, books and records, licenses, permits,
warranties and guaranties and keys, as are in Seller's possession, in connection with the continued operation,
leasing and maintenance of the Property, but excluding any Confidential Documents;

(l) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form
reasonably acceptable to Seller;

(m) deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions;

(n) execute a closing statement acceptable to Seller;

(o) execute and deliver a direction letter to the Escrow Agent authorizing release of the Deposit to Seller;

(p) execute and deliver a Form TP-584 Combined Real Estate Transfer Tax Return and Credit Line Mortgage
Certificate, and a New York City Real Property Transfer Tax Return, and such other returns and affidavits and
instruments required under any other tax laws applicable to the transactions contemplated herein, together with
payment of the amount of the transfer taxes shown as due thereon; and

(o) deliver such additional documents as shall be reasonably required to consummate the transaction
contemplated by this Agreement.

SECTION 4.3 Purchaser's Obligations at Closing. At Closing, Purchaser shall:

(a) pay to Seller the full amount of the Purchase Price (which amount shall include the Deposit), as increased or
decreased by prorations and adjustments as herein provided, in immediately available wire transferred funds
pursuant to Section 1.5 hereof;

(b) join Seller in execution of the Assignment of Leases, Assignment of Contracts, Assignment of Grant of Term
and Prime Lease, the Deed and Tenant Notices;

(c) In the event that any representation or warranty of Purchaser set forth herein needs to be modified due to
changes since the Effective Date, deliver to Seller a certificate, dated as of the date of Closing and executed on
behalf of Purchaser by a duly authorized representative thereof, identifying any such representation or warranty
which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no
event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of
representation or warranty set forth in Sections 5.5(a) or (b) hereof which results from any change that (i) occurs
between the Effective Date and the date of Closing and is expressly permitted under the terms of this Agreement,
or (ii) occurs between the Effective Date and the date of the Closing and is beyond the reasonable control of
Purchaser to prevent; provided, however, that the occurrence of a change which is not permitted hereunder or is
beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the



non-fulfillment of the condition set forth in Section 4.7(c) hereof; if, despite changes or other matters described in
such certificate, the Closing occurs, Purchaser's representations and warranties set forth in this Agreement shall
be deemed to have been modified by all statements made in such certificate;
(d) deliver to Seller such evidence as the Title Company may reasonably require as to the authority of the person
or persons executing documents on behalf of Purchaser;

(e) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form
reasonably acceptable to Purchaser;

(f) execute a closing statement reasonably acceptable to Purchaser;

(g) execute and deliver to Seller and as required pursuant to
Section 3.5 hereof, the Agreement Regarding Union Employees in the form attached hereto as Exhibit V;

(h) execute and deliver a direction letter to the Escrow Agent authorizing release of the Deposit to Seller;

(i) execute and deliver a Form TP-584 Combined Real Estate Transfer Tax Return and Credit Line Mortgage
Certificate, and a New York City Real Property Transfer Tax Return, and such other returns and affidavits and
instruments required under any other tax laws applicable to the transactions contemplated herein, together with
payment of the amount of the transfer taxes shown as due thereon; and

(j) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated
by this Agreement.

SECTION 4.4 Credits and Prorations.

(a) All income and expenses of the Property shall be apportioned as of 12:01 a.m., on the day of Closing, as if
Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Subject to the
provisions of this Section 4.4, such prorated items shall include without limitation the following: (i) all Rents; (ii)
taxes and assessments (including personal property taxes on the Personal Property) levied against the Property;
(iii) taxes and assessments levied against the Property resulting from its inclusion in the Grand Central Partnership
Business Improvement District (iv) parking charges, if any; (v) utility charges for which Seller is liable, if any, such
charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing
(dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each
such utility; (vi) all amounts payable under brokerage agreements pursuant to the terms of this Agreement; (vii) all
amounts payable, from and after the Closing Date, under the Operating Agreements, pursuant to the terms of this
Agreement; and (viii) any other capital expenditures as set forth in Exhibit W attached hereto and operating
expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a
seller in the county in which the Property is located.



The parties hereto acknowledge that there shall be no adjustment for any rentals or other amounts due under the
Grant of Term and/or the Prime Lease.

(b) The parties hereto acknowledge that the capital improvement projects and/or the agreements listed on Exhibit
W hereto shall not be completed as of the date of the Closing and that capital expenditures being incurred or to
be incurred pursuant thereto shall be apportioned between the Seller and Purchaser as set forth on Exhibit W. In
no event shall the amount apportioned to Purchaser in respect of such Capital Improvement Projects and/or the
agreements listed on Exhibit W exceed Three Million and 00/100 Dollars.

(c) Notwithstanding anything contained in Section 4.4(a) hereof:

(i) At Closing, (A) Seller shall, at Seller's option, either deliver to Purchaser any Security Deposits actually held
by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such Security Deposits (to
the extent such Security Deposits have not been applied against delinquent Rents or otherwise as provided in the
Leases), and (B) Seller shall be entitled to receive and retain all refundable cash or other deposits posted with
utility companies serving the Property;

(ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and
assessments due and payable during the year of Closing have not been paid before Closing, Seller shall be
charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period
before Closing and any late charges or fees imposed thereon. Any such apportionment made with respect to a
tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax
rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year
differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate
payments between themselves within thirty (30) days after such amounts are determined following Closing,
subject to the provisions of Section 4.4(d) hereof;

(iii) Charges referred to in Section 4.4(a) hereof which are payable by any tenant to a third party shall not be
apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall
look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such
charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser
shall credit to Seller an amount equal to all such charges so paid by Seller;

(iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay
one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or
entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and
Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this
Agreement;

(v) Seller shall be responsible for the Tenant Inducement Costs (as hereinafter defined) and leasing commissions
listed on Exhibit M-1 attached hereto. Purchaser shall be responsible for the payment of (A) all Tenant
Inducement Costs and leasing commissions



(including, without limitation, any override commissions payable pursuant to the Exclusive Brokerage Agreement
between Seller and CB Richard Ellis Inc.) which become due and payable (whether before or after Closing) as a
result of any new Leases, or any renewals, amendments or expansions of existing Leases (whether or not entered
into pursuant to an option), or the exercise of any options contained in any Leases, arising or entered into during
the Lease Approval Period (as hereinafter defined) and, if required, approved or deemed approved in
accordance with Section 5.5 hereof; and (B) all Tenant Inducement Costs and leasing commissions with respect
to new Leases, or renewals, amendments or expansions of existing Leases, arising, signed or entered into from
and after the date of Closing, including but not limited to leasing commissions that become payable after the
termination of a brokerage agreement referred to in
Section 5.1(d) hereof in accordance with the terms of such an agreement; and (C) all Tenant Inducement Costs
and leasing commissions listed on Exhibit M attached hereto in the amount specified thereon. If, as of the date of
Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is
responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For
purposes hereof, the term "TENANT INDUCEMENT COSTS" shall mean any out-of-pocket payments
required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which
is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease
buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement
Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear
the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from
and after the date of Closing. For purposes hereof, the term "Lease Approval Period" shall mean the period from
the Effective Date until the date of Closing;

(vi) Unpaid and delinquent Rent collected by Seller and Purchaser after the date of Closing shall be delivered as
follows: (a) if Seller collects any unpaid or delinquent Rent for the Property, Seller shall, within fifteen
(15) days after the receipt thereof, deliver to Purchaser any such Rent which Purchaser is entitled to hereunder
relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent
Rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any
such Rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and
Purchaser agree that (i) all Rent received by Seller or Purchaser within the first ninety (90) day period after the
date of Closing shall be applied first to delinquent Rent, if any, in the order of their maturity, and then to current
Rent, and (ii) all Rent received by Seller or Purchaser after the first ninety (90) day period after the date of
Closing shall be applied first to current Rent and then to delinquent Rent, if any in the inverse order of maturity.
Purchaser will make a good faith effort after Closing to collect all Rents in the usual course of Purchaser's
operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection
procedures to collect delinquent Rents. Seller shall have the right, after Closing, to proceed against tenants for
Fixed Rents allocable to the period of Seller's ownership of the Property solely in a non-possessory plenary
action seeking only money damages. In the event that there shall be any Rents or other charges under any Leases
which, although relating to a period prior to Closing, do not become due and payable until after Closing or are
paid prior to Closing but are subject to adjustment after Closing (such as year end common area expense
reimbursements and the like), then any Rents or charges of such type received by Purchaser or its agents or
Seller or its agents subsequent to Closing shall, to the extent applicable to a period extending through the Closing,
be prorated between Seller and Purchaser as of Closing and Seller's



portion thereof shall be remitted promptly to Seller by Purchaser.

(c) Seller may prosecute appeals (if any) of the real property tax assessment for the period prior to the Closing,
and may take related action which Seller deems appropriate in connection therewith. Purchaser shall cooperate
with Seller and perform such ministerial and non-ministerial acts, and execute any and all documents reasonably
requested by Seller, in connection with such appeal and collection of a refund of real property taxes paid. Seller
shall be responsible for reasonable third party expenses incurred by Purchaser in connection with the foregoing.
Seller owns and holds all right, title and interest in and to such appeal and refund, to the extent attributable to the
period prior to the Closing, and all amounts payable in connection therewith shall be paid directly to Seller by the
applicable authorities. If such refund or any part thereof is received by Purchaser, Purchaser shall promptly pay
such amount to Seller. Any refund received by Seller shall be distributed as follows:
first, to reimburse Seller for all costs incurred in connection with the appeal; second, with respect to refunds
payable to tenants of the Real Property pursuant to the Leases, to such tenants in accordance with the terms of
such Leases; and third, to Seller to the extent such appeal covers the period prior to the Closing, and to
Purchaser to the extent such appeal covers the period as of the Closing and thereafter. If and to the extent any
such appeal covers the period after the Closing, Purchaser shall have the right to participate in such appeal and
Seller shall not settle or compromise any such appeal without Purchaser's consent, such consent not to be
unreasonably withheld, delayed or conditioned.

(d) Except as otherwise provided herein, and expressly excepting such revenues and expense amounts which
pertain to the calendar year 2005, which may be reconciled by June 30, 2006, any revenue or expense amount
which cannot be ascertained with certainty as of Closing, shall be prorated on the basis of the parties' reasonable
estimates of such amount, and shall be the subject of a final proration one hundred and eighty (180) days after
Closing, or as soon thereafter as the precise amounts can be ascertained. Any reconciliation of revenue or
expense amounts relating to Leases which needs to be made in connection with this Section 4.4 shall be prepared
by Purchaser and submitted to Seller for Seller's review and approval. Purchaser shall promptly notify Seller
when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense
amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which
shall be in a form consistent with the closing statement delivered at Closing and which shall be subject to Seller's
approval. Upon Seller's acceptance and approval of any final proration statement submitted by Purchaser, such
statement shall be conclusively deemed to be accurate and final, and any payment due to any party as a result of
such final proration shall be made within thirty (30) days of such approval by Seller.

(e) To the extent that any Security Deposit is comprised of a letter of credit (an "L/C"), then, prior to the Closing,
Seller shall use commercially reasonable efforts to cause such L/C to name Purchaser as the beneficiary
thereunder prior to the Closing (either pursuant to a transfer of such L/C which satisfies the issuing bank's transfer
requirement, or by obtaining an amendment to the L/C naming purchaser as the beneficiary thereunder and, in the
case of the foregoing, in form and substance reasonably satisfactory to Purchaser) (each, an "L/C TRANSFER").
At the Closing, Seller shall deliver to Purchaser the originals of all L/C's (and any amendments or modification
thereof) whether or not an L/C Transfer has been consummated with respect to such L/C. If, as of the Closing,
an L/C Transfer shall not have been consummated, then Seller shall, within five (5)



business days following Purchaser's request, execute and deliver to Purchaser any sight drafts, certifications,
affidavits, or other documentation contemplated by the L/C or otherwise required by the issuing bank so as to
enable Purchaser to draw upon and receive the proceeds of such L/C, provided that Purchaser has agreed
(pursuant to documentation executed by Purchaser in a form reasonably acceptable to Seller) to indemnify and
hold harmless Seller from any and all loss, cost, damage, liability or expense (including, without limitation,
reasonable attorneys' fees, court costs and disbursements,) incurred by Seller as a result of any such actions
described in the preceding sentence which are taken by Seller at Purchaser's request.

(f) Subject to the final sentence of Section 4.4(d) hereof, the provisions of this Section 4.4 shall survive Closing.

SECTION 4.5 Transaction Taxes and Closing Costs.

(a) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with
regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or
ordinance;

(b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also
pay the following costs and expenses:

(i) one-half of the escrow fee, if any which may be charged by the Escrow Agent or Title Company;

(ii) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the
transfer of the Property; and

(iii) the fees for Seller's Broker.

(c) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction.
Purchaser shall also pay the following costs and expenses:

(i) one- half of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company;

(ii) the fee for the title examination and the Title Commitment and the premium for the Owner's Policy of Title
Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto;

(iii) the fees for recording the Deed; and

(iv) the fees for Purchaser's Broker, if any.

(d) Except as set forth on Exhibit B-1 attached hereto, the Personal Property is included in this sale without
charge, except that Purchaser shall pay to Seller the amount of any and all sales



or similar taxes payable in connection with the transfer of the Personal Property and Purchaser shall execute and
deliver any tax returns required of it in connection therewith;

(e) All costs and expenses incident to this transaction and the closing thereof, and not specifically described
above, shall be paid by the party incurring same; and

(f) The provisions of this Section 4.5 shall survive the Closing.

SECTION 4.6 Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate
the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following
conditions, any or all of which may be waived by Purchaser in its sole discretion:

(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the
terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;

(b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all
material respects as of the date of Closing (with appropriate modifications permitted under this Agreement); and

(c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this
Agreement to be performed and observed by Seller as of the date of Closing.
SECTION 4.7 Conditions Precedent to Obligations of Seller. The obligation of Seller to consummate the
transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following
conditions, any or all of which may be waived by Seller in its sole discretion:

(a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the
manner provided for in this Agreement;

(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms
of this Agreement, including but not limited to, those provided for in Section 4.3 hereof;

(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in
all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement);
and

(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this
Agreement to be performed and observed by Purchaser as of the date of Closing.

                                                    ARTICLE V



                       REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 5.1 Representations and Warranties of Seller. Seller hereby makes the following representations and
warranties to Purchaser as of the Effective Date, which representations and warranties shall be deemed to have
been made again as of the Closing, subject to Section 4.2(g) hereof:

(a) Organization and Authority. Seller has been duly organized and is validly existing under the laws of the State
of Delaware. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property
and to consummate or cause to be consummated the transaction contemplated by this Agreement. The person
signing this Agreement on behalf of Seller is authorized to do so.

(b) Pending Actions. To Seller's knowledge, Seller has not received written notice of any action, suit, arbitration,
unsatisfied order or judgment, government investigation or proceeding pending against Seller which, if adversely
determined, could individually or in the aggregate materially interfere with the consummation of the transaction
contemplated by this Agreement.

(c) Operating Agreements. To Seller's knowledge, the Operating Agreements listed on Exhibit C comprise a true,
complete and accurate list of all of the agreements concerning the operation and maintenance of the Property
entered into by Seller and/or Seller's property manager and affecting the Property, true and complete copies of
which have been made available to the Purchaser; expressly excepting however, those operating agreements that
are not assignable, and any agreement with Seller's property manager or exclusive leasing broker which shall be
terminated by Seller. It is further acknowledged that the agreement between Seller and/or Seller's property
manager and Landmark Signs listed on Exhibit C shall not be assigned to Purchaser. Except as expressly
hereinbefore provided, Seller makes no representation or warranty as to the truth, accuracy or completeness of
any other information or data contained on Exhibit C and shall have no liability to Purchaser for any inaccuracy or
omission in or relating to same.

(d) Lease Brokerage. (i) To Seller's knowledge, there are no written agreements with brokers providing for the
payment from and after the Closing by Seller or Seller's successor-in-interest of leasing commissions or fees for
procuring tenants with respect to the Property, except as disclosed in Exhibit N hereto, true and complete copies
of which have been made available to Purchaser;

(ii) To Seller's knowledge, Seller has made available to Purchaser true and complete copies of those tenant
brokerage agreements which are in the Seller's possession as of the date hereof, as more particularly described
on Exhibit N-1 hereto.

(e) Condemnation. To Seller's knowledge, Seller has received no written notice of any condemnation
proceedings relating to the Property.
(f) Litigation. To Seller's knowledge, except as set forth in the Title Commitment and on Exhibit O attached
hereto, and except tenant eviction proceedings, tenant bankruptcies, proceedings for the collection of delinquent
rentals from tenants and proceedings related to claims



for personal injury or damage to property due to events occurring at the Property, Seller has not received written
notice of any litigation which has been filed against Seller that arises out of the ownership of the Property and
would materially affect the Property or use thereof, or Seller's ability to perform hereunder;

(g) Violations. To Seller's knowledge, except as set forth in the Title Commitment and on Exhibit P attached
hereto, Seller has not received written notice of any uncured violation of any federal, state or local law relating to
the use or operation of the Property which would materially adversely affect the Property or use thereof; and

(h) Leases. To Seller's knowledge, the Lease Index attached hereto as Exhibit Q constitutes a true and complete
list of all the leases currently affecting the Property, true and complete copies of which have been made available
to Purchaser. Further, Seller makes no representation or warranty regarding the existence, terms or duration of
any subleases which may affect the Property.

SECTION 5.2 Knowledge Defined. References to the "knowledge" of Seller shall refer only to the current actual
knowledge of the Designated Employee (as hereinafter defined) of Seller, and shall not be construed, by
imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or
to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose
upon such Designated Employee any duty to investigate the matter to which such actual knowledge, or the
absence thereof, pertains. As used herein, the term "DESIGNATED EMPLOYEE" shall refer to Donald
E.Svoboda, Jr., Associate Director and Gregory R. Reed, Director.

SECTION 5.3 Modification of Seller's Representations and Warranties. Purchaser acknowledges that prior to
the Effective Date, it has inspected (i) all of the documents delivered or furnished to Purchaser for inspection, (ii)
such offer documents and information as it has deemed appropriate and (iii) the Property; and Purchaser agrees
that, in the event that during such inspection Purchaser discovered any material matter which would form the basis
for a claim by Purchaser that Seller has breached any representation or warranty of Seller made in this
Agreement or has any actual knowledge of any such matter, Seller's representations and warranties hereunder
shall be deemed amended so as to be true and accurate and Purchaser shall have no claim for any breach based
thereon.

SECTION 5.4 Survival of Seller's Representations and Warranties. The representations and warranties of Seller
set forth in Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall
survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or
warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition,
state of facts or other matter which was known to Purchaser prior to Closing. Seller shall have no liability to
Purchaser for a breach of any representation or warranty (a) unless the valid claims for all such breaches
collectively aggregate more than Five Hundred Thousand Dollars ($ 500,000), in which event the full amount of
such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) unless written notice
containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to
the expiration of said one hundred eighty (180) day



period and an action shall have been commenced by Purchaser against Seller within two hundred forty (240)
days of Closing. Purchaser agrees to first seek recovery under any insurance policies, service contracts and
Leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser's claim is
satisfied from such insurance policies, service contracts or Leases. As used herein, the term "CAP" shall mean the
total aggregate amount of Ten Million Dollars ($10,000,000.00).

SECTION 5.5 Covenants of Seller. Seller hereby covenants with Purchaser as follows:

(a) From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use
reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which
Seller has operated and maintained the Property prior to the date hereof;

(b) Except as provided herein below, a copy of any amendment, renewal or expansion of an existing Lease or of
any new Lease which Seller wishes to execute between the Effective Date and the date of Closing will be
submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5)
business days after its receipt thereof of either its approval or disapproval thereof, including all Tenant
Inducement Costs, leasing commissions and attorneys' fees and expenses to be incurred in connection therewith.
In the event Purchaser informs Seller within such five (5) business day period that Purchaser does not approve
the amendment, renewal or expansion of the existing Lease or the new Lease, which approval shall not be
unreasonably withheld, Seller shall not enter into such amendment, renewal or expansion of the existing Lease or
the new Lease; provided, however, Purchaser shall have no right to disapprove and shall be deemed to have
approved any renewal or expansion which occurs or is made pursuant to the terms of an existing Lease.
Notwithstanding the foregoing, Purchaser hereby approves (A) the pending Surrender Agreement with CSC for
the 31st floor, (B) the UBS Paine Webber Lease for part of the 32nd floor, (C) the Fisher Francis Lease for the
45th and 46th floors, (D) the extension of the Tie Rack tenancy, (D) the extension of the Estee Lauder tenancy,
extension of the Lease in favor of the Company Store, (F) the new Lease in favor of The New York Blood
Center Inc., (G) the lease Amendment in favor of Winston and Strawn for additional space on the 40th, 43rd,
44th and 45th floors of the Building, (H) the exercise of Riad of the renewal option contained in its Lease, (I) the
Leases between Seller and Metropolitan Life Insurance Company for premises located on portions of the 12th
floor, 32nd floor, 40th floor, 57th floor and the 56th floor of the Building, and (J) the First Amendment of Lease
between Seller and The Dreyfus Corporation, in each case on substantially similar terms and conditions as those
set forth on Exhibit X attached hereto and made a part hereof. Any material deviations from the terms and
conditions set forth on Exhibit X attached hereto, any terms and conditions that are inconsistent with the terms
and conditions set forth on Exhibit X attached hereto and any material terms and conditions that are not set forth
on Exhibit X attached hereto, shall be subject to Purchaser's prior written approval, which approval shall not be
unreasonably withheld. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then
neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either
party pursuant to the other provisions of this Agreement), the Deposit shall be returned to Purchaser and each
party shall bear its own costs incurred hereunder. In the event Purchaser fails to notify Seller in writing of its
approval or disapproval within the five (5) business day period set forth above, Purchaser



shall be deemed to have approved such new Lease, amendment, renewal or expansion, including all Tenant
Inducement Costs, leasing commissions and attorneys' fees and expenses to be incurred in connection therewith.
At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions and
attorneys' fees and other expenses, incurred by Seller pursuant to an amendment, a renewal, an expansion or a
new Lease approved (or deemed approved) by Purchaser.

It is agreed by Seller and Purchaser that if Dreyfus does not pay rent pursuant to its Lease for the new portions of
the 8th and 54th floor premises on the basis that the Commencement Date has not occurred as of August 27,
2004, Seller shall reimburse Purchaser for the free rent period under its Lease after the Closing provided that in
no event shall such reimbursement by Seller be in excess of eight (8) months of the rent abatement period as
provided in the Lease. Purchaser shall agree to reasonably cooperate with Seller in resolving this dispute with
Dreyfus.

SECTION 5.6 Representations and Warranties of Purchaser. Purchaser hereby makes the following
representations and warranties to Seller as of the Effective Date, which representations and warranties shall be
deemed to have been made again as of the Closing, subject to Section 4.3(d) hereof:

(a) Organization and Authority. (i) This Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the Purchaser and, upon the assumption
that this Agreement constitutes a legal, valid and binding obligation of Seller, this Agreement constitutes a legal,
valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to
applicable laws relating to bankruptcy, insolvency, moratorium, as well as other laws affecting creditors' rights
and general equitable principles. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i) violate or conflict with the [Certificate of Incorporation]
or [By-Laws of Purchaser;] (ii) breach the provisions of, or constitute a default under, any contract, agreement,
instrument or obligation to which Purchaser is a party or by which Purchaser is bound; and (iii) require the
consent or approval of any other third party or governmental agency.

(ii) Purchaser's Additional Representations. Purchaser hereby represents that, and agrees to furnish Seller at or
prior to the Closing evidence confirming that (i) it is a, duly organized and validly existing under the law of the
State of Delaware and Purchaser is owned by Tishman Speyer Real Estate Venture VI, L.P., a Delaware limited
partnership which is controlled by Tishman Speyer Properties, L.P.; and (ii) the parties executing this Agreement
and the Closing Documents on behalf of Purchaser or other party to the transaction have the legal capacity and
authority to execute the documents as executed or to be executed.

(b) Pending Actions. To Purchaser's knowledge, there is no action, suit, arbitration, unsatisfied order or
judgment, government investigation or proceeding pending against Purchaser which, if adversely determined,
could individually or in the aggregate materially interfere with the consummation of the transaction contemplated
by this Agreement.



(c) ERISA. (i) As of the Closing, (1) Purchaser will not be an employee benefit plan as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I of
ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (each of
the foregoing hereinafter referred to collectively as "PLAN"), and (2) the assets of the Purchaser will not
constitute "plan assets" of one or more such Plans within the meaning of Department of Labor ("DOL")
Regulation Section 2510.3-101.

(ii) As of the Closing, if Purchaser is a "governmental plan" as defined in Section 3(32) of ERISA, the closing of
the sale of the Property will not constitute or result in a violation of state or local statutes regulating investments of
and fiduciary obligations with respect to governmental plans.

(iii) As of the Closing, Purchaser will be acting on its own behalf and not on account of or for the benefit of any
Plan.

(iv) Purchaser has no present intent to transfer the Property to any entity, person or Plan which will cause a
violation of ERISA.

(v) Purchaser shall not assign its interest under this Agreement to any entity, person, or Plan which will cause a
violation of ERISA.

SECTION 5.7 Survival of Purchaser's Representations and Warranties. The representations and warranties of
Purchaser set forth in Section 5.6 hereof as updated as of the Closing in accordance with the terms of this
Agreement, shall survive Closing for a period of one hundred eighty (180) days. Purchaser shall have no liability
to Seller for a breach of any representation or warranty unless written notice containing a description of the
specific nature of such breach shall have been given by Seller to Purchaser prior to the expiration of said one
hundred eighty (180) day period and an action shall have been commenced by Seller against Purchaser within
two hundred forty (240) days of Closing.

                                                     ARTICLE VI

                                                      DEFAULT

SECTION 6.1 Default by Purchaser. In the event the sale of the Property as contemplated hereunder is not
consummated due to Purchaser's default hereunder, Seller shall be entitled, as its sole remedy, to terminate this
Agreement and receive the Deposit as liquidated damages for the breach of this Agreement, it being agreed
between the parties hereto that the actual damages to Seller in the event of such breach are impractical to
ascertain and the amount of the Deposit is a reasonable estimate thereof.

SECTION 6.2 Default by Seller. In the event the sale of the Property as contemplated hereunder is not
consummated due to Seller's default hereunder, Purchaser shall be entitled, as its sole remedy, either (a) to
receive the return of the Deposit, which return shall operate to terminate
this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of
Seller's obligation to convey the Property to Purchaser in accordance with the terms of this Agreement, it being
understood and agreed that the remedy of specific performance shall not be available to enforce any other
obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller's
default hereunder. If the sale of the Property is not consummated due to Seller's default hereunder, Purchaser
shall be deemed to have elected to terminate this Agreement and receive back the Deposit if Purchaser fails to file
suit for specific performance against Seller in a court having jurisdiction in the county and state in which the
Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred.

SECTION 6.3 Recoverable Damages. Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall the
provisions of Sections 6.1 and 6.2 limit the damages recoverable by either party against the other party due to the
other party's obligation to indemnify such party in accordance with this Agreement. This Section shall survive the
Closing or the earlier termination of this Agreement.

                                                  ARTICLE VII

                                                RISK OF LOSS

SECTION 7.1 Minor Damage or Condemnation. In the event of loss or damage to, or condemnation of, the
Property or any portion thereof which is not "Major" (as hereinafter defined), this Agreement shall remain in full
force and effect provided that Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b)
assign to Purchaser, (but expressly excluding from such assignment Seller's right and the right of any affiliate of
Seller to casualty or condemnation proceeds in respect of the Existing Signs pursuant to the Deed) without
representation, warranty or recourse to Seller, all of Seller's right, title and interest in and to any claims and
proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the
premises in question, after deduction of Seller's expenses of collection and amounts expended by Seller in Seller's
reasonable discretion to prevent further damage to the Property or to alleviate unsafe conditions at the Property
caused by casualty or condemnation. In the event that Seller elects to perform repairs upon the Property, Seller
shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a
reasonable time in order to allow for the completion of such repairs. If, subject to the provisions of the Deed,
Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to
the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in
accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the Property shall pass to
Purchaser.

SECTION 7.2 Major Damage. In the event of a "Major" loss or damage to, or condemnation of, the Property or
any portion thereof, either Seller or Purchaser may terminate this Agreement by written notice to the other party,
in which event the Deposit shall be returned to Purchaser. If neither Seller nor Purchaser elects to terminate this
Agreement within ten (10) days after Seller sends Purchaser written notice of the occurrence of such Major loss,
damage or condemnation (which notice shall state the cost of repair or restoration thereof as opined by an



architect in accordance with Section 7.3 hereof), then Seller and Purchaser shall be deemed to have elected to
proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or
(b) assign to Purchaser, without representation, warranty or recourse to Seller, all of Seller's right, title and
interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or
condemnation awards relating to the premises in question, after deduction of Seller's expenses of collection and
amounts expended by Seller in Seller's reasonable discretion to prevent further damage to the Property or to
alleviate unsafe conditions at the Property caused by casualty or condemnation. In the event that Seller elects to
perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the
date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller
elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the
lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in
accordance with
Section 7.3 hereof. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser. The
foregoing notwithstanding, if there is a casualty or condemnation affecting any of the Existing Signs or all or any
portion of the premises demised to Seller or any affiliate of Seller under any Lease, Seller shall have the sole
option to terminate the Agreement. If this Agreement is terminated by Seller in such instance, then neither party
shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant
to the other provisions of the Agreement), the Deposit shall be returned to Purchaser and each party shall bear its
own costs hereunder.

SECTION 7.3 Definition of "Major" Loss or Damage. For purposes of Sections 7.1 and 7.2, "MAJOR" loss,
damage or condemnation refers to the following: (a) loss or damage to the Property hereof such that the cost of
repairing or restoring the premises in question to substantially the same condition which existed prior to the event
of damage would be, in the opinion of an architect selected by Seller and reasonably approved by Purchaser,
equal to or greater than Forty Million Dollars ($40,000,000.00) and (b) any loss due to a condemnation which
permanently and materially impairs the current use of the Property. If Purchaser does not give written notice to
Seller of Purchaser's reasons for disapproving an architect within five (5) business days after receipt of notice of
the proposed architect, Purchaser shall be deemed to have approved the architect selected by Seller.

SECTION 7.4 General Obligations Law The parties hereto waive the provisions of Section 5-1311 of the
General Obligations Law, which shall not apply to this Agreement and agree that their respective rights in case of
damage, destruction, condemnation or taking by eminent domain shall be governed by the provisions of this
Section. . The provisions of this Section shall survive the Closing.

                                                 ARTICLE VIII

                                                COMMISSIONS

SECTION 8.1 Brokerage Commissions. With respect to the transaction contemplated by this Agreement, Seller
represents that its sole broker is Cushman & Wakefield, Inc. ("SELLER'S BROKER"), and Purchaser
represents that it has not dealt with or engaged on its behalf or for its



benefit with any broker other than Seller's Broker. Seller shall be responsible for any and all commissions and
other compensation due to Seller's Broker in connection with the transaction contemplated by this Agreement,
which shall be paid pursuant to a separate written agreement between Seller and Seller's Broker. Each party
hereto agrees that if any person or entity, other than the Seller's Broker makes a claim for brokerage
commissions or finder's fees related to the sale of the Property by Seller to Purchaser, and such claim is made by,
through or on account of any acts or alleged acts of said party or its representatives, said party will protect,
indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost,
damage and expense (including reasonable attorneys' fees) in connection therewith. The provisions of this
paragraph shall survive Closing or any termination of this Agreement.

                                                  ARTICLE IX

                                      DISCLAIMERS AND WAIVERS

SECTION 9.1 No Reliance on Documents. Except as expressly stated herein, Seller makes no representation or
warranty as to the truth, accuracy or completeness of any materials, data or information delivered or given by
Seller or its brokers or agents to Purchaser in connection with the transaction contemplated hereby. Purchaser
acknowledges and agrees that all materials, data and information delivered or given by Seller to Purchaser in
connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that
any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser,
except as otherwise expressly stated herein. Neither Seller, nor any affiliate of Seller, nor the person or entity
which prepared any report or reports delivered by Seller to Purchaser shall have any liability to Purchaser for any
inaccuracy in or omission from any such reports.

SECTION 9.2 AS-IS SALE; DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS
NOT AT ANY TIME MADE ANY WARRANTIES, REPRESENTATIONS, GUARANTIES,
COVENANTS OR STATEMENTS OF ANY TYPE, KIND, NATURE OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT
NOT LIMITED TO, ANY WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR
STATEMENTS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY
FOR A PARTICULAR PURPOSE, THE INCOME, EXPENSES, OPERATION OR PROFITABILITY OF
THE PROPERTY, THE OPERATING HISTORY OF OR ANY PROJECTIONS RELATING TO THE
PROPERTY, THE VALUATION OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME
OR OTHERWISE, RELATED TO THE PROPERTY, OR AS TO THE PHYSICAL, STRUCTURAL, OR
ENVIRONMENTAL CONDITION OF THE PROPERTY, ITS COMPLIANCE WITH LAWS OR WITH
RESPECT TO THE ZONING OF, OR ANY APPROVALS, LICENSES OR PERMITS REQUIRED FOR
THE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE
THEREOF OR THE ABILITY OR FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION
THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY
OF ACCESS, INGRESS OR EGRESS TO THE PROPERTY, THE NEED FOR OR COMPLIANCE WITH
GOVERNMENTAL OR THIRD PARTY APPROVALS OR



GOVERNMENTAL REGULATIONS, OR ANY OTHER MATTER OR THING OF ANY TYPE,
KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE
PROPERTY.

PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL
AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS,
WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE
IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER
IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES,
COVENANTS, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION,
OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR
FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER
OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE
OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS AND TO THE
EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES
THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS
BEING SOLD "AS-IS, WHERE IS, WITH ALL FAULTS."

PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED PRIOR TO THE
EFFECTIVE DATE, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT
LIMITED TO, THE PHYSICAL, STRUCTURAL, AND ENVIRONMENTAL CONDITIONS, THE
INCOME AND EXPENSES OF AND FROM THE PROPERTY AND THE PROFITABILITY OF THE
PROPERTY AND ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO
THE PROPERTY, AS PURCHASER DEEMED NECESSARY OR DESIRABLE TO SATISFY ITSELF AS
TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR
CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC
SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND IS RELYING SOLELY AND
WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN
ANY, IF ANY, REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE
EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME
THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION
DEFECTS AND ADVERSE PHYSICAL, ENVIRONMENTAL, FINANCIAL AND ECONOMIC
CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND
PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND
RELEASED SELLER (AND SELLER'S AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
CAUSES OF ACTION (INCLUDING WITHOUT LIMITATION CAUSES OF ACTION IN TORT),
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES) OF ANY AND EVERY TYPE, KIND, CHARACTER



OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE
ASSERTED OR ALLEGED AGAINST SELLER (AND/OR SELLER'S AFFILIATES, OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR
ARISING OUT OF THE PHYSICAL, ENVIRONMENTAL, STRUCTURAL, FINANCIAL AND
ECONOMIC CONDITION OF THE PROPERTY, ANY LATENT OR PATENT CONSTRUCTION OR
OTHER DEFECTS RELATED TO THE PROPERTY, VIOLATIONS OF ANY APPLICABLE LAWS
RELATED TO THE PROPERTY, THE HABITABILITY, MERCHANTABILITY OR FITNESS OF THE
PROPERTY FOR ANY PARTICULAR PURPOSE, THE INCOME, EXPENSES OR PROFITABILITY
OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO
THE PROPERTY, OF THE PROPERTY, ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO
THE ZONING OF, APPROVALS REQUIRED FOR, OR THE SUITABILITY OF THE PROPERTY FOR
PURCHASER'S INTENDED USE THEREOF OR THE ABILITY OR THE FEASIBILITY TO CONVERT
THE PROPERTY OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH
RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR
PROJECTIONS, VALUATION, GOVERNMENTAL OR THIRD PARTY APPROVALS,
GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND,
NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY, AND
ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF ANY
TYPE, CHARACTER OR NATURE WHATSOEVER REGARDING THE PROPERTY. PURCHASER
ACKNOWLEDGES THAT SUCH ADVERSE MATTERS MAY AFFECT PURCHASER'S ABILITY TO
SELL, LEASE, OPERATE OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO
TIME.

SECTION 9.3 Survival of Disclaimers The provision of the Article IX shall survive Closing or any termination of
this Agreement.

                                                    ARTICLE X

                                               MISCELLANEOUS

SECTION 10.1 Confidentiality. Purchaser and its representatives shall hold in strictest confidence all data and
information obtained with respect to Seller or its business, whether obtained before or after the execution and
delivery of this Agreement which shall be used solely for the purposes of evaluating the proposed acquisition of
the Property by Purchaser, and shall not disclose the same to others; provided, however, that it is understood
and agreed that Purchaser may disclose such data and information to the employees, lenders, consultants,
accountants and attorneys of Purchaser provided that such persons agree in writing to treat such data and
information confidentially. In the event this Agreement is terminated or Purchaser fails to perform hereunder,
Purchaser shall promptly return to Seller any statements, documents, schedules, exhibits or other written
information obtained from Seller in connection with this Agreement or the transaction contemplated herein. In the
event of a breach or threatened breach by Purchaser or its agents or representatives of this Section 10.1, Seller
shall be entitled to an injunction restraining Purchaser or its agents or representatives from disclosing, in whole or
in part, such confidential information.



Nothing herein shall be construed as prohibiting Seller from pursuing any other available remedy at law or in
equity for such breach or threatened breach. The provisions of this Section 10.1 shall survive Closing or any
termination of this Agreement.

SECTION 10.2 Public Disclosure. Prior to and after the Closing, any press release or other public disclosure of
information with respect to the sale contemplated herein or any matters set forth in this Agreement made or
released by or on behalf of Purchaser shall be subject to Seller's prior approval. Seller and the affiliates of Seller
shall have the right without Purchaser's consent, to make prior to and after the Closing press releases and other
public disclosures with respect to the sale contemplated herein and matters set forth in this Agreement. The
provisions of this Section 10.2 shall survive the Closing or any termination of this Agreement.

SECTION 10.3 Assignment. Subject to the provisions of this Section 10.3, the terms and provisions of this
Agreement are to apply to and bind the permitted successors and assigns of the parties hereto. Purchaser may
not assign its rights under this Agreement without first obtaining Seller's written approval, which approval may be
given or withheld in Seller's sole discretion, and any such attempted assignment without Seller's prior written
approval shall be null and void. In the event Purchaser intends to assign its rights hereunder,
(a) Purchaser shall send Seller written notice of its request at least ten (10) business days prior to Closing, which
request shall include the legal name and structure of the proposed assignee, as well as any other information that
Seller may reasonably request, and (b) Purchaser and the proposed assignee shall execute an assignment and
assumption of this Agreement in form and substance satisfactory to Seller, and (c) in no event shall any
assignment of this Agreement release or discharge Purchaser from any liability or obligation hereunder.
Notwithstanding the second sentence of this Section 10.3 Purchaser may assign this Agreement in its entirety to
an entity which is wholly owned, directly or indirectly, by affiliates of New York City Employee Retirement
Systems, New York City Teachers Retirement Systems, Lehman Brothers and Tishman Speyer Real Estate
Venture VI, L.P. and controlled by Tishman Speyer Property, L.P. or Tishman Speyer Real Estate Ventures VI,
L.P. Notwithstanding the foregoing, under no circumstances shall Purchaser have the right to assign this
Agreement (1) to any person or entity owned or controlled by an employee benefit plan if Seller's sale of the
Property to such person or entity would, in the reasonable opinion of Seller's ERISA advisor, create or otherwise
cause a "prohibited transaction" under ERISA and (2) in any manner that is not in compliance with laws, rules and
regulations of any governmental authority having jurisdiction thereof (including, but not limited to, the US
Department of Treasury Office of Foreign Assets Control and the US Patriot Act). Any transfer, directly or
indirectly, of any stock, partnership interest or other ownership interest in Purchaser shall constitute an assignment
of this Agreement. The provisions of this Section 10.3 shall survive the Closing or any termination of this
Agreement.

SECTION 10.4 Notices. Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery,
(b) reputable overnight delivery service with proof of delivery, (c) United States Mail, postage prepaid, registered
or certified mail, return receipt requested, or (d) legible facsimile transmission, sent to the intended addressee at
the address set forth below, or to such other address or to the attention of such other person as the addressee
shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given
upon receipt or refusal to accept delivery, or, in the case of facsimile transmission, as of the date of the facsimile
transmission provided that an original of such facsimile is also sent to the intended addressee by



means described in clauses (a), (b) or (c) above. Unless changed in accordance with the preceding sentence, the
addresses for notices given pursuant to this Agreement shall be as follows:

          If to Seller:                               Metropolitan Tower Life Insurance Company
                                                      c/o Metropolitan Life Insurance Company
                                                      10 Park Avenue
                                                      Morristown, New Jersey 07962
                                                      Attn: David V. Politano
                                                            Vice President
                                                      Fax Number: (973) 355-4460

          with a copy to:                       Metropolitan Life Insurance Company
                                                10 Park Avenue
                                                Morristown, New Jersey 07962
                                                Attn: William P. Gardella, Esq.
                     Senior Associate General Counsel
                     Real Estate Investments
                                                Fax Number: (973) 355-4920

          If to Purchaser:                          c/o Tishman Speyer Properties, L.P.
                                           520 Madison Avenue, 6th Floor
                                           New York, New York 10022
                                           Attention: Chief Legal Officer
                                           Fax Number: (212) 588-1895

          with a copy to:                           c/o Tishman Speyer Properties, L.P.
                                           520 Madison Avenue, 6th Floor
                                           New York, New York 10022
                                           Attention: Chief Financial Officer
                                           Fax Number: (212) 588-1895

          and a copy to:                            Fried, Frank, Harris, Shriver & Jacobson LLP
                                           One New York Plaza
                                           New York, New York 10004
                                           Attention: Jonathan L. Mechanic, Esq.
                                           Fax Number: (212) 859-4000
SECTION 10.5 Modifications. This Agreement cannot be changed orally, and no executory agreement shall be
effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing
and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought.

SECTION 10.6 Entire Agreement. This Agreement, including the exhibits and schedules hereto, contains the
entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes all prior
written or oral agreements and understandings between the



parties pertaining to such subject matter, other than any confidentiality agreement executed by Purchaser in
connection with the Property.

SECTION 10.7 Further Assurances. Each party agrees that it will execute and deliver such other documents and
take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other
party to consummate the transaction contemplated by this Agreement. The provisions of this Section 10.7 shall
survive Closing.

SECTION 10.8 Counterparts. This Agreement may be executed in counterparts, all such executed counterparts
shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature
to, and may be appended to, any other counterpart.

SECTION 10.9 Facsimile Signatures. In order to expedite the transaction contemplated herein, telecopied
signatures may be used in place of original signatures on this Agreement. Seller and Purchaser intend to be bound
by the signatures on the telecopied document, are aware that the other party will rely on the telecopied signatures,
and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

SECTION 10.10 Severability. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force
and effect; provided that the invalidity or unenforceability of such provision does not materially adversely affect
the benefits accruing to any party hereunder.

SECTION 10.11 Applicable Law. This Agreement shall be governed by and construed in accordance with the
laws of the State in which the Property is located. Purchaser and Seller agree that the provisions of this Section
10.11 shall survive the Closing or any termination of this Agreement.

SECTION 10.12 No Third-Party Beneficiary. The provisions of this Agreement and of the documents to be
executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the
benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this
Agreement or of the documents to be executed and delivered at Closing.

SECTION 10.13 Captions. The section headings appearing in this Agreement are for convenience of reference
only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any
subsection hereof.

SECTION 10.14 Construction. The parties acknowledge that the parties and their counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or
amendments hereto.

SECTION 10.15 Recordation. This Agreement may not be recorded by any party hereto. The provisions of this
Section 10.15 shall survive the Closing or any termination of this Agreement.



SECTION 10.16 Audit Rights and Tenant Reconciliation Statements . For a period of three (3) years after the
Closing, Purchaser shall allow Seller and its agents and representatives access without charge to (i) all files,
records, and documents delivered to Purchaser at the Closing, and (ii) the financial records and financial
statements for the Property (including but not limited to, financial records and financial statements related to the
Reconciliation Statements, as such term is hereinafter defined) for the calendar year in which the Closing occurs
and for the calendar year preceding the calendar year in which the Closing occurs, upon reasonable advance
notice and at all reasonable times, to examine and to make copies of any and all such files, records, documents,
and statements, which right shall survive the Closing. Purchaser shall prepare and provide to the tenants under the
Leases a statement of the reconciliation of expenses between the landlord and the tenants under the Leases in
accordance with the terms of the Leases (the "RECONCILIATION STATEMENTS"), and Purchaser shall
provide Seller with copies of the Reconciliation Statements at the same time that they are furnished to the
Tenants. If amounts are due from any Tenants based on the Reconciliation Statements, Purchaser shall make a
good faith effort after Closing to collect the same in the usual course of Purchaser's operation of the Property,
and upon collection, to remit to Seller, Seller's share of those amounts in accordance with the terms of Section
4.4 hereof; however, Purchaser shall not be obligated to institute any lawsuit or other collection procedures to
collect said amounts. Seller may attempt to collect amounts due to it pursuant to the reconciliation of expenses
between the landlord and the tenants in accordance with the terms of the Leases, and Seller may institute any
lawsuit or collection procedures, but Seller may not evict any tenant after Closing. The provisions of this Section
10.16 shall survive the Closing.

SECTION 10.17 Termination of Agreement. If this Agreement is terminated by Purchaser or Seller in
accordance with any of the provisions of this Agreement that give Purchaser or Seller the right to terminate this
Agreement, then neither party shall have any further rights or obligations hereunder (except for indemnity
obligations of either party pursuant to the other provisions of this Agreement) and the Deposit shall be returned to
Purchaser and each party shall bear its own costs incurred hereunder.

SECTION 10.18 1031 Exchange. Purchaser agrees to reasonably cooperate with Seller (without liability or cost
to Purchaser) in Seller's efforts to consummate the sale of the Property in a manner which qualifies as a so-called
"deferred" or "like-kind" exchange pursuant to Section 1031 of the Internal Revenue Code for Seller, one or
more of Seller's partners or principals, or of any affiliate thereof (a "SELLER 1031 EXCHANGE"). Such
cooperation shall include, without limitation, acquiring the Property or any portion thereof or interest therein from
a qualified intermediary, Seller assigning all or any portion of its rights and/or obligations under this Agreement to
a qualified intermediary and Purchaser paying all or any portion of the Purchase Price to a qualified intermediary.
Seller shall fully indemnify, defend and hold Purchaser harmless from and against any and all liability, claims,
damages, expenses (including, without limitation, reasonable attorneys' fees other than those incurred prior to
Closing to review documents to facilitate the Seller 1031 Exchange), taxes, fees, proceedings and causes of
action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Seller
1031 Exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of
the Property to Purchaser.

SECTION 10.19. Transfer Fee.



(A) As additional consideration for the conveyance of the Property, Purchaser shall pay to Seller 100% of the
Net Gain on any Transfer that occurs from and after the Closing Date to the first anniversary of the Closing Date,
as follows:

(i) "Transfer" means any direct or indirect transfer of the Property which results in the Property not being
controlled by Tishman Speyer Property, L.P., Tishman Speyer Real Estate Venture VI, L.P. and/or any affiliate
thereof. The term "Transfer" does not include any of the foregoing to an Affiliated Party (as hereinafter defined),
and does not include (1) any mortgage loan or mezzanine loan made substantially on institutional loan terms or
any preferred equity investment in Purchaser. An "affiliate" for purposes of this Section means, when used with
reference to a specified party, any person or entity that directly or indirectly controls, or is controlled by, or is
under common control with the specified party.

(ii) A Transfer shall be deemed to have occurred upon the delivery of a deed, assignment, stock purchase
agreement, merger certificate or other evidence of such Transfer to the transferee or its agent or designee and
payment of consideration therefor. A Transfer pursuant to an option or similar contract described in item (A)(i)(c)
above shall be deemed to have occurred upon the exercise of the applicable option, the delivery (if applicable) of
a deed, assignment or other evidence of such Transfer to the transferee or its agent or designee and payment of
consideration therefor.
(iii) "Net Gain" with respect to any asset or interest subject to a Transfer is the excess, as of the date of such
Transfer, of (a) the fair market value of the gross consideration (including, without limitation, cash and all other
property, notes, securities, contracts, and instruments) given to or for the benefit of Purchaser or any direct or
indirect holder of an interest in Purchaser (other than the sale of stock in any publicly held company) or the
Property in connection with the Transfer of such asset or interest over (b) the sum of (1) all reasonable Transfer
expenses, such as legal fees, brokerage commissions, transfer taxes, recording fees, and other fees for customary
transfer services paid to parties unrelated to Purchaser, the transferor, and the transferee in connection with the
Transfer of such asset or interest, plus
(2) the product of the Cost Percentage indicated below for such asset or interest multiplied by the Purchase
Price, plus (3) the unamortized portion of any additional capitalized or expensed investment fully paid by
Purchaser (as evidenced to the reasonable satisfaction of Seller) after the Closing Date and prior to the Transfer
which is attributable to such asset or interest.

(iv) If the entire Property or all of the ownership interests in Purchaser are the subject of a Transfer, the Cost
Percentage shall be one hundred percent (100%). If the interest subject to a Transfer represents less than one
hundred percent of the ownership interest in Purchaser, the applicable Cost Percentage for such Transfer shall be
equal to the percentage of ownership interest being transferred.

(B) The additional consideration payable by Purchaser to Seller under this Section 10.19 shall be due and
payable by wire transfer of immediately available funds (to an account designated by Seller) within ten (10) days
after the date the Transfer occurs, whether or not the gross consideration given in connection for Transfer is in
cash or non-cash form.



(C) Any dispute arising from or in any way relating to this Section 10.19, including breach thereof, shall be
determined in a federal or state court in the City of New York, to which Purchaser and Seller hereby submit for
jurisdiction; provided, that by written notice to Purchaser given within twenty
(20) days after Seller has been served with a complaint which has been filed in court, Seller may in its sole and
absolute discretion cause such dispute to be resolved instead by expedited arbitration in accord with the
Commercial Arbitration Rules for Expedited Procedures of the American Arbitration Association by a single
arbitrator who is appointed by the President of the Real Estate Board of New York and has no affiliation with
any party to such dispute.

(D) The provisions of this Section 10.19 shall survive Closing.

SECTION 10.20. Exculpation. Seller agrees that it does not have and will not have any claims or causes of
action against any disclosed or undisclosed officer, director, employee, trustee, shareholder, partner, principal,
parent, subsidiary or other affiliate of Purchaser, including, without limitation, Tishman Speyer Properties, L.P., or
any officer of, director, employee, trustee, shareholder, partner or principal of a any such parent, subsidiary or
other affiliate (collectively, "PURCHASER'S AFFILIATE"), arising out of or in connection with this Agreement
or the transactions contemplated hereby. Seller agrees to look solely to Purchaser and its assets for the
satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or
for the performance of any of the covenants, warranties or other agreements contained herein, and further agrees
not to sue or otherwise seek to enforce any personal obligation against any of Purchaser's Affiliates with respect
to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby.
Without limiting the generality of the foregoing provisions of this Section 10.20, Seller hereby unconditionally and
irrevocably waives any and all claims and causes of action of any nature whatsoever it may now or hereafter have
against Purchaser's Affiliates, and hereby unconditionally and irrevocably releases and discharges Purchaser's
Affiliates from any and all liability whatsoever which may now or hereafter accrue in favor of Seller against
Purchaser's Affiliates, in connection with or arising out of this Agreement or the transactions contemplated
hereby. The provisions of this Section 10.20 shall survive the termination of this Agreement and the Closing.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

SELLER:

METROPOLITAN TOWER LIFE INSURANCE COMPANY,
a Delaware corporation
                                         By: /s/ Robert R. Merck
                                             -------------------
                                         Name: Robert R. Merck
                                         Title: Vice President




PURCHASER:

TISHMAN SPEYER DEVELOPMENT, L.L.C.,
a Delaware limited liability company

                                     By: /s/ Robert Speyer
                                         --------------------------
                                     Name:
                                     Title:




Escrow Agent executes this Agreement below solely for the purpose of acknowledging that it agrees to be bound
by the provisions of Sections 1.6 and 1.7 hereof.

ESCROW AGENT:

JPMorgan Chase Bank, N.A.,
a national banking association

                                       By: /s/ Jason M. Orben
                                           -----------------------
                                       Name: Jason M. Orben
                                       Title: Vice President




                                          [EXECUTION COPY]



                             DOMESTIC DISTRIBUTION AGREEMENT

                                           BY AND BETWEEN

                                            CITIGROUP INC.

                                                   AND

                                             METLIFE, INC.

                                           AS OF JULY 1, 2005




                                         TABLE OF CONTENTS


ARTICLE I. DEFINITIONS..................................................................................
    Section   1.1.   Defined Terms..........................................................................
    Section   1.2.   Purposes of Agreement..................................................................
    Section   1.3.   Construction...........................................................................
    Section   1.4.   Headings...............................................................................

ARTICLE II. REPRESENTATIONS AND WARRANTIES..............................................................
   Section 2.1. Representations and Warranties of Parent...............................................
   Section 2.2. Representations and Warranties of Purchaser............................................

ARTICLE III. DOMESTIC DISTRIBUTION......................................................................
   Section 3.1. Selling Agreements.....................................................................
   Section 3.2. Exclusive Distribution Arrangements....................................................
   Section 3.3. Non-Exclusive Distribution Arrangements................................................
   Section 3.4. Private Label Products.................................................................
   Section 3.5. New Products; Additional Products; Substitute Products.................................
   Section 3.6. Acquisitions...........................................................................
   Section 3.7. No Obligation..........................................................................

ARTICLE IV. ACCESS AND BRANDING.........................................................................
   Section 4.1. Access.................................................................................
   Section 4.2. Branding; Use of Names; Confidential Information; Approval of Certain Materials........

ARTICLE V.    TERM OF THE AGREEMENT; CERTAIN CONDITIONS....................................................
   Section    5.1. Term...................................................................................
   Section    5.2. Surviva................................................................................
   Section    5.3. Certain Conditions.....................................................................

ARTICLE VI. INDEMNIFICATION.............................................................................
   Section 6.1. Indemnification of Parent..............................................................
   Section 6.2. Indemnification of Purchaser...........................................................
   Section 6.3. Indemnity Provisions in Domestic Selling Agreements....................................
   Section 6.4. Indemnification Procedures.............................................................
   Section 6.5. General................................................................................

ARTICLE VII. Miscellaneous..............................................................................
   Section 7.1. Equitable Remedies.....................................................................
   Section 7.2. Severability...........................................................................
   Section 7.3. Further Assurance and Assistance.......................................................
   Section 7.4. Notices................................................................................
   Section 7.5. Successors and Assigns.................................................................
   Section 7.6. Governing Law..........................................................................
   Section 7.7. Jurisdiction; Venue; Consent to Service of Process.....................................
   Section 7.8. Entire Agreement.......................................................................
   Section 7.9. Amendment and Waiver...................................................................
   Section 7.10. Access to Records......................................................................
   Section 7.11. Counterparts...........................................................................
   Section 7.12. WAIVER OF JURY TRIAL...................................................................




                                DOMESTIC DISTRIBUTION AGREEMENT

THIS DOMESTIC DISTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2005, is made by
and between Citigroup Inc., a Delaware corporation ("Parent"), and MetLife, Inc., a Delaware corporation
("Purchaser").

WHEREAS, Purchaser and certain of its Affiliates provide insurance and annuity products throughout the United
States and in numerous countries around the world;

WHEREAS, Parent, through its Affiliates, has an extensive proprietary distribution network that distributes, on
behalf of insurance companies, insurance and annuity products throughout the United States and in numerous
countries around the world;

WHEREAS, Parent and Purchaser have entered into an Acquisition Agreement, dated as of January 31, 2005
(the "Acquisition Agreement"), pursuant to which Purchaser will acquire on the terms and subject to the
conditions set forth therein, all of the outstanding shares of capital stock of certain subsidiaries of, and the equity
interests owned by Parent in certain joint ventures of, Parent or its Affiliates, including the Travelers Insurers;

WHEREAS, in connection with the transactions contemplated by the Acquisition Agreement, the parties hereto
desire to enter into a distribution relationship outside the United States pursuant to an International Distribution
Agreement to be entered into on the date hereof and the distribution relationship inside the United States
contemplated by this Agreement;

WHEREAS, this Agreement has been restated from the form hereof attached to the Acquisition Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition to closing of the transactions
contemplated by the Acquisition Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, the
parties do hereby agree as follows:

                                                  ARTICLE I.
                                                 DEFINITIONS

Section 1.1. Defined Terms. For purposes of this Agreement, unless the context requires otherwise, the following
terms shall have the following meanings:

"Acquisition Agreement" has the meaning set forth in the recitals hereto.

"Affiliate" shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with such first Person. The term
"control" (including its correlative meanings "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by contract or otherwise).

"Agreement" shall have the meaning set forth in the introductory paragraph hereof.



"Comparable Distributor" shall mean a distributor using a substantially similar approach to the marketing,
servicing, sales support and overall distribution of products.

"Competitive" means (i) the terms, total compensation, customer appeal, consumer pricing and value, wholesaler
coverage, training and support, features and service standards and metrics of the applicable product, taken as a
whole, are at least equivalent to those of other comparable products, considered as a group, then distributed by
the applicable Domestic Parent Distributor and (ii) the financial strength rating of the applicable provider is
substantially similar to the other providers (considered as a group) then providing such comparable products to
such Domestic Parent Distributor.

"Confidential Information" shall have the meaning set forth in Section 4.2(b).

"Domestic Exclusive Parent Distributor" means each Domestic Parent Distributor to which a Travelers Insurer is
the exclusive provider of any Product on the date of this Agreement and such Person's successors and assigns.

"Domestic Parent Distributor" means (i) any Person Affiliated with Parent that, as of the date hereof, distributes
any Product that a Travelers Insurer offers in the United States and such Person's successors and assigns and (ii)
from and after the time of its acquisition by Parent or an Affiliate of Parent, a Target Affiliated Distributor that
distributes any life insurance or annuity products for any Purchaser Insurer pursuant to Section 3.6(b), and such
Target Affiliated Distributor's successors and assigns.

"Domestic Selling Agreements" has the meaning set forth in Section 3.1.

"Exclusive Products" means the Products designated on Schedule 3.2(a) as being subject to an exclusive
relationship.

"Existing Product" has the meaning set forth in Section 3.5(d).

"First Term" means the five-year period commencing on the date of this Agreement and ending on the fifth
anniversary of the date of this Agreement.
"Indemnified Party" has the meaning set forth in Section 6.4.

"Indemnifying Party" has the meaning set forth in Section 6.4.

"Law" shall have the meaning set forth in the Acquisition Agreement.

"Level Playing Field" means, with respect to a product, Parent (i) shall, and shall cause any Domestic Parent
Distributor entering into a Domestic Selling Agreement with respect to such product pursuant to Section 3.1 to,
afford the same access to its distribution platforms for such product offered by a Travelers Insurer (or a
Purchaser Insurer, as applicable) as the access it affords to comparable products offered by a Third Party Insurer
and (ii) shall not, and shall cause its Affiliates (including the Domestic Parent Distributors) not to, provide to its
Sales Force any compensation or other economic inducement or benefit for the sale of comparable products sold
in a comparable sales support and compensation framework offered by a Third Party Insurer that are more
favorable than the compensation or other economic inducements or benefits provided to such Sales Force for the
sale of such products offered by a Travelers Insurer (or a Purchaser Insurer, as applicable); provided, that a
Level Playing Field may include variations in Sales Force compensation that are
(x) based upon neutral criteria that do not differentiate between product providers, such as achieving sales
volume or persistency objectives, or (y) for products

                                                          2


(including combined product and service arrangements) for which distributor compensation is negotiated by the
provider on a sale-by-sale basis, such as group retirement products.

"Licensing Agreement" shall have the meaning set forth in the Acquisition Agreement.

"Losses" has the meaning set forth in Section 6.1.

"Marks" shall mean the Parent Distributor Marks, as defined in the Licensing Agreement in respect of this
Agreement, including "PrimElite", "Blueprint", "Vintage" and "Marquis."

"New Products" means, (i) with respect to each Domestic Parent Distributor, any life insurance or annuity
product that a Purchaser Insurer is authorized to offer but was not included among the types of insurance or
annuity products distributed by such Domestic Parent Distributor on the date of this Agreement and (ii) any
products offered by a Purchaser Insurer pursuant to arrangements contemplated by Section 3.6(b). For
avoidance of doubt, (i) the addition of new features to Products shall not constitute New Products in whole or in
part, regardless of whether any insurance regulatory filing is required in connection therewith and (ii) the following
products shall not be deemed to be New Products with respect to PFSI: long-term care insurance, prepaid legal
services and individual term life insurance the primary purpose of which is protection rather than investment.

"Non-Exclusive Products" has the meaning set forth in Section 3.3.

"Parent" has the meaning set forth in the introductory paragraph hereof.

"Parent Indemnified Parties" has the meaning set forth in Section 6.1.

"Parent Standards and Practices" means the client service and relationship standards, business practices, ethical
standards, customer privacy and protection policies and general service quality standards, reputational
considerations and industry standards, as determined from time to time by Parent or any of its Affiliates, provided
that such Parent Standards and Practices, to the extent they relate to a Product or New Product and/or Domestic
Parent Distributor, shall be applied, and changes thereto shall be made, without discriminating in any material
manner against any Travelers Insurer or Purchaser Insurer, as applicable, relative to all other similarly situated
providers of such Products or New Products distributed by such Domestic Parent Distributor.

"Person" shall have the meaning set forth in the Acquisition Agreement.

"PFSI" has the meaning set forth in Section 3.5(b).
"PLP Distributor" has the meaning set forth in Section 3.4(b).

"Private Label Product" means a life insurance or annuity product customized for a Domestic Parent Distributor
that (i) is branded under the name of a Domestic Parent Distributor or (ii) is a variable life insurance or variable
annuity contract that offers as an option more than two investment choices or mutual funds that are advised or
managed by Parent or a Parent Affiliate (or any successor to the Parent or a Parent Affiliate of substantially all of
the business or assets of the Parent or such Parent Affiliate which relate primarily to the asset management
business), including a Domestic Parent Distributor (in all cases in the capacity of either an advisor or sub-
advisor). For the avoidance of doubt and without limitation, a Private Label Product (whether existing on the date
of this Agreement or thereafter) shall be deemed a Product for all purposes under this Agreement.

                                                          3


"Products" means the life insurance and annuity products issued by the Travelers Insurers and distributed through
the Domestic Parent Distributors on the date of this Agreement which are listed on Schedule 3.2(a), and any
Substitute Products distributed in replacement thereof pursuant to Section 3.5(d).

"Purchaser" shall have the meaning set forth in the introductory paragraph hereof.

"Purchaser Indemnified Parties" has the meaning set forth in Section 6.2.

"Purchaser Insurer" means any insurance company Affiliate of Purchaser, including the Travelers Insurers.

"Sales Force" means those point of sale representatives and their direct supervisors utilized by Parent, Domestic
Parent Distributors or one of their respective Affiliates whose job responsibility includes the sale or promotion of
Products or New Products offered by a Travelers Insurer (or a Purchaser Insurer, as applicable).

"Second Term" means the five-year period commencing upon the expiration of the First Term and ending on the
tenth anniversary of the date of this Agreement.

"Substitute Product" has the meaning set forth in Section 3.5(d).

"Target Affiliated Distributor" means any Person Affiliated with Parent that (i) was an Affiliate of a Target
Business (as defined in the Acquisition Agreement) immediately prior to the acquisition of such Target Business
by Parent or an Affiliate of Parent and (ii) is engaged in the business of distributing financial services products.

"Term" has the meaning set forth in Section 5.1.

"Third Party Claim" has the meaning set forth in Section 6.4.

"Third Party Insurer" means an insurance company that is not Affiliated with Purchaser.

"Travelers Insurers" means the Domestic Insurance Companies (as defined in the Acquisition Agreement) to be
acquired by Purchaser pursuant to the Acquisition Agreement and their successors and assigns, and with respect
to a Substitute Product that is offered pursuant to Section 3.5(d), a Purchaser Insurer and its successors and
assigns.

Section 1.2. Purposes of Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser and
Parent agree that this Agreement is intended to set forth certain principal business terms upon which they will
enter into Domestic Selling Agreements during the Term and that nothing herein creates a Domestic Selling
Agreement.

Section 1.3. Construction. For the purposes of this Agreement: (i) words (including capitalized terms defined
herein) in the singular shall be held to include the plural and vice versa, and words (including capitalized terms
defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms
"hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer
to this Agreement as a whole (including all of the Schedules) and not to any particular provision of this
Agreement, and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs
and Schedules to this Agreement, unless otherwise specified; (iii) the word "including" and words of similar import
when used in this Agreement shall mean "including, without limitation"; (iv) all references to any period of days
shall be deemed to be to the relevant number of calendar days

                                                          4


unless otherwise specified; and (v) "commercially reasonable efforts" shall not require a waiver by any party of
any material rights or any action or omission that would be a breach of this Agreement.

Section 1.4. Headings. The Article and Section headings contained in this Agreement are inserted for
convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

                                          ARTICLE II.
                                REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations and Warranties of Parent. Parent hereby represents and warrants to Purchaser as
set forth below.

(a) Parent is a corporation duly organized, validly existing and in good standing under the laws of its state of
incorporation.

(b) Parent has all necessary corporate power and authority to make, execute and deliver this Agreement and to
perform all of the obligations to be performed by it hereunder. The making, execution, delivery and performance
by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly
and validly executed and delivered by Parent, and assuming the due authorization, execution and delivery by
Purchaser, this Agreement will constitute the valid, legal and binding obligation of Parent, enforceable against it in
accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other
similar Laws, now or hereafter in effect, relating to or affecting the rights of creditors generally and by legal and
equitable limitations on the enforceability of specific remedies.

(c) Neither the execution and delivery of this Agreement by Parent, nor the consummation of the transactions
contemplated hereby, will (i) violate or conflict with any provision of the articles of incorporation or bylaws or
other organizational documents of Parent or any Domestic Parent Distributor,
(ii) violate any of the terms, conditions, or provisions of any Law or license to which Parent or any Domestic
Parent Distributor is subject or by which it or any Domestic Parent Distributor or any of its or their assets are
bound, or
(iii) violate, breach, or constitute a default under any contract to which Parent or any Domestic Parent Distributor
is a party or by which it or any Domestic Parent Distributor or any of its or their assets is bound. The distribution
of any Products offered by a Travelers Insurer and distributed by a Domestic Parent Distributor on the date
hereof does not violate, breach, or constitute a default under any contract to which Parent or any Domestic
Parent Distributor is a party or by which any of them or any of their respective assets is bound.

(d) None of the arrangements by which any Domestic Parent Distributor distributes any Products on behalf of a
Travelers Insurer in force on the date of this Agreement violates any of the Parent Standards and Practices in
effect on such date.

Section 2.2. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Parent
as set forth below.

                                                          5


(a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its state of
incorporation.

(b) Purchaser has all necessary corporate power and authority to make, execute and deliver this Agreement and
to perform all of the obligations to be performed by it hereunder. The making, execution, delivery and
performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions
contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of
Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser, and assuming the due
authorization, execution and delivery by Parent, this Agreement will constitute the valid, legal and binding
obligation of Purchaser, enforceable against it in accordance with its terms, except as may be subject to
applicable bankruptcy, insolvency, moratorium or other similar Laws, now or hereafter in effect, relating to or
affecting the rights of creditors generally and by legal and equitable limitations on the enforceability of specific
remedies.

(c) Neither the execution and delivery of this Agreement by Purchaser, nor the consummation of the transactions
contemplated hereby, will
(i) violate or conflict with any provision of the articles of incorporation or bylaws or other organizational
documents of Purchaser or any Purchaser Insurer (other than the Travelers Insurers), (ii) violate any of the terms,
conditions, or provisions of any Law or license to which Purchaser is subject or by which it or any of its assets is
bound, or (iii) violate, breach, or constitute a default under any contract to which Purchaser is a party or by which
it or any of its assets is bound.

                                             ARTICLE III.
                                        DOMESTIC DISTRIBUTION

Section 3.1. Selling Agreements. In order to effectuate the distribution arrangements contemplated hereby among
the Travelers Insurers (and Purchaser Insurers, as applicable) and the Domestic Parent Distributors for
distribution of the Products and New Products offered by the Travelers Insurers (and Purchaser Insurers, as
applicable) within the United States, Parent shall cause the Domestic Parent Distributors, and Purchaser shall
cause the Travelers Insurers (and Purchaser Insurers, as applicable), to negotiate in good faith and enter into
written selling agreements that are consistent with industry practice and with the principles set forth in this
Agreement and that contain terms and conditions taken as a whole that are no less favorable to the Travelers
Insurers (and Purchaser Insurers, as applicable) and the Domestic Parent Distributors than the terms and
conditions of the selling and selling-related arrangements existing on the date of this Agreement between the
Travelers Insurers and the Domestic Parent Distributors (the "Domestic Selling Agreements"). For each Domestic
Parent Distributor that distributes a Product for a Travelers Insurer on the date of this Agreement, a Domestic
Selling Agreement for the distribution of such Product, to take effect on the date of this Agreement, shall be
executed and delivered by such Domestic Parent Distributor and the applicable Travelers Insurer on or prior to
the date of this Agreement. The Domestic Selling Agreements will contain provisions concerning the periodic
readjustment of compensation as agreed by the parties thereto.

                                                         6


Section 3.2. Exclusive Distribution Arrangements.

(a) Parent represents and warrants that Schedule 3.2(a) sets forth a complete and accurate list of all life insurance
and annuity products issued by a Travelers Insurer and distributed by a Domestic Parent Distributor in the United
States on behalf of a Travelers Insurer on the date of this Agreement, the identity of each Domestic Parent
Distributor that distributes each such product and whether or not a Travelers Insurer is the exclusive provider of
such product to such Domestic Parent Distributor.

(b) During the First Term, each Travelers Insurer shall have the right to be the exclusive provider in the United
States of any Exclusive Product to any Domestic Exclusive Parent Distributor. During the Second Term, each
Travelers Insurer shall have the right to be a provider, on a non-exclusive, Level Playing Field basis, to each
Domestic Exclusive Parent Distributor of each Exclusive Product distributed by such Domestic Exclusive Parent
Distributor on the date of this Agreement. During the First Term, Parent shall not make any change in the Parent
Standards and Practices (except changes that may be reasonably appropriate to comply with applicable Law)
that would conflict with the rights granted to the Travelers Insurers under the first sentence of this
Section 3.2(b).

(c) Notwithstanding anything herein to the contrary (including, without limitation, Section 3.5(d)), prior to the
earlier of (i) the end of the 60-day period beginning on the date of this Agreement and (ii) December 31, 2005,
(x) Purchaser shall cause the Exclusive Products to be marketed under the brand name and with such trademarks
or trade names (including the identity of the underwriter of such Exclusive Product) as used on the date of this
Agreement and (y) no Purchaser Insurer shall be permitted to provide a Substitute Product in place of an
Exclusive Product.

Section 3.3. Non-Exclusive Distribution Arrangements. If any Travelers Insurer is a non-exclusive provider of a
Product to any Domestic Parent Distributor on the date of this Agreement (the "Non-Exclusive Products"), such
Travelers Insurer shall have the right to be a provider of such Product, on a non-exclusive, Level Playing Field
basis, to such Domestic Parent Distributor during the Term.

Section 3.4. Private Label Products.

(a) If any Travelers Insurer is the provider of a Private Label Product to a Domestic Parent Distributor on the
date of this Agreement, such Travelers Insurer shall have the right to be the provider of such Private Label
Product during the Term.

(b) Subject to the last sentence of this Section 3.4(b), if, prior to the seventh anniversary of the date of this
Agreement, any Domestic Parent Distributor desires to distribute, as a Private Label Product, a life insurance
product (other than term life insurance) or annuity product that it does not distribute as a Private Label Product
on the date of this Agreement, Parent shall cause such Domestic Parent Distributor (a "PLP Distributor") to notify
Purchaser no later than the time of notification of any Third Party Insurer. If the PLP Distributor does not select a
Purchaser Insurer as the provider of the new Private Label Product and the PLP Distributor desires to continue
to seek a Third Party Insurer, as the provider, Parent shall cause

                                                          7


the PLP Distributor to include the Purchaser Insurers in the process for selection of such provider (whether by
formal request for proposals or otherwise) to provide such Private Label Product prior to selecting a Third Party
Insurer. Parent shall cause the PLP Distributor to entertain in good faith, and on terms no less favorable than
those extended to any other proposed provider, proposals from the Purchaser Insurers to provide such new
Private Label Product. Such PLP Distributor (i) shall have exclusive discretion in determining the process for
selection of, and the criteria for evaluation of, potential providers of any such Private Label Product and (ii) shall
make a good faith determination of the relative suitability of proposals from potential providers for satisfying the
requirements of such Private Label Product (it being understood that if such PLP Distributor determines that a
proposal from a Purchaser Insurer satisfies such requirements, considered as a whole, at least as well as the most
favorable proposal or proposals of the other potential providers, such Purchaser Insurer's proposal shall be
selected); provided, however, that such PLP Distributor shall not be required to select any such proposal. The
rights granted to the Purchaser Insurers under this Section 3.4(b) shall not apply with respect to any new Private
Label Product if an insurance company not Affiliated with Parent or Purchaser contacts or approaches the
Domestic Parent Distributor, without solicitation by such Domestic Parent Distributor relating to such Private
Label Product, about developing or the possibility of developing such Private Label Product. Notwithstanding the
foregoing, but subject to Section 3.5, nothing in this Section 3.4 shall be construed to limit such Domestic Parent
Distributor's ability to offer Products substantially the same as any Private Label Product on a non-private label
basis.

Section 3.5. New Products; Additional Products; Substitute Products.

(a) At any time during the Term, (i) Purchaser may propose to a Domestic Parent Distributor that such Domestic
Parent Distributor or one or more of its Affiliates distribute a New Product offered by a Purchaser Insurer and
(ii) a Domestic Parent Distributor may propose to Purchaser that such Domestic Parent Distributor or one or
more of its Affiliates distribute a New Product offered by a Purchaser Insurer.

(b) If, prior to the seventh anniversary of the date of this Agreement, PFS Financial Services Inc. ("PFSI")
desires to offer a New Product on an exclusive basis, Parent shall cause PFSI to notify Purchaser no later than
the time of any notification of any Third Party Insurer. If PFSI does not select a Purchaser Insurer as the provider
of such New Product and PFSI desires to continue to seek a Third Party Insurer, as the provider, Parent shall
cause PFSI to include the Purchaser Insurers in the process for selection of such provider (whether by formal
request for proposals or otherwise). Parent shall cause PFSI to entertain in good faith, and on terms no less
favorable than those extended to any other proposed provider, proposals from the Purchaser Insurers to provide
such New Product. PFSI (i) shall have exclusive discretion in determining the process for selection of, and the
criteria for evaluation of, potential providers of any such New Product and (ii) shall make a good faith
determination of the relative suitability of proposals from potential providers for satisfying the requirements of
such New Product (it being understood that if PFSI determines that a proposal from a Purchaser Insurer satisfies
such requirements, considered as a whole, at least as well as the most favorable proposal or proposals of the
other potential providers, such Purchaser Insurer's proposal shall be selected); provided, however, that PFSI
shall not be required to select any such proposal. The rights granted to the Purchaser Insurers under this
Section 3.5(b) shall not apply with respect to a New Product if an

                                                          8


insurance company not Affiliated with Purchaser or Parent contacts or approaches PFSI, without solicitation by
PFSI relating to such New Product, about providing or the possibility of providing such New Product to be
provided on an exclusive basis.

(c) If, during the Term, any Domestic Parent Distributor proposes to issue a formal written request for proposals
to any Third Party Insurer that involves any life insurance or annuity product that a Purchaser Insurer is authorized
to offer, Parent shall, and shall cause such Domestic Parent Distributor to, give notice thereof to Purchaser and
entertain proposals from the Purchaser Insurers to be a provider to such Domestic Parent Distributor of such
product. Parent shall cause such Domestic Parent Distributors to consider such proposals in good faith and on
terms no less favorable than the terms extended to any other proposed provider.

(d) At any time during the Term, Purchaser may propose in writing that any Purchaser Insurer offer, in place of
any Product then offered by a Travelers Insurer through a Domestic Parent Distributor (an "Existing Product"), a
substitute product and if (i) such Purchaser Insurer has been assigned a financial strength rating of at least Aa3 by
Moody's Investors Service, Inc. (or any successor thereto) or at least AA- by Standard and Poor's (or any
successor thereto) and (ii) such substitute product is substantially the same as the Existing Product in the terms,
total compensation, consumer pricing, wholesaler coverage, training and support, features and service standards
and metrics (a "Substitute Product"), then Parent shall cause such Domestic Parent Distributor to distribute such
Substitute Product in place of the Existing Product. The Purchaser Insurer that offers such Substitute Product
shall have the same rights under this Agreement with respect to the Substitute Product as the Travelers Insurer
that offered the Existing Product possessed with respect to the Existing Product. By way of illustration and
without limiting the generality of the foregoing, if the Travelers Insurer was entitled to provide the Existing Product
on a non-exclusive, Level Playing Field basis through the Domestic Parent Distributor, the Purchaser Insurer shall
be entitled to provide the Substitute Product on a non-exclusive, Level Playing Field basis through such Domestic
Parent Distributor in place of such Existing Product. Parent shall cause the applicable Domestic Parent Distributor
and Purchaser shall cause the Purchaser Insurer to enter into a Domestic Selling Agreement with respect to the
Substitute Product that is substantially the same as the Domestic Selling Agreement with respect to the Existing
Product. The Purchaser Insurer providing the Substitute Product shall bear reasonable costs incurred by the
applicable Domestic Parent Distributor in connection with or arising out of the replacement of the Existing
Product with the Substitute Product.

Section 3.6. Acquisitions.

(a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor
any Domestic Parent Distributor shall be (i) deemed to be in violation of this Agreement or any Domestic Selling
Agreement or (ii) obligated hereunder or under any Domestic Selling Agreement to take any action (including to
make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such
violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its
Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products
following the date of this Agreement; provided, however, that nothing in this Section 3.6 (a) shall limit or restrict
any obligations that Parent or any Domestic Parent

                                                          9


Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if
such Purchaser Insurer has the right under this Agreement or any Domestic Selling Agreement to be the exclusive
provider of such Product or New Product to such Domestic Parent Distributor.

(b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target
Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case,
calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of
doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement)
are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business
pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the
Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each
Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity
product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before
or following such acquisition; provided, that such right shall be subject to any applicable contractual or other
restrictions by which such Target Affiliated Distributor is bound.

Section 3.7. No Obligation. For the avoidance of doubt, nothing in this Agreement or any Domestic Selling
Agreement shall (i) impose upon any Purchaser Insurer any obligation to distribute any Products or New
Products offered by a Purchaser Insurer through the Domestic Parent Distributors, (ii) impose upon Parent or its
Affiliates any obligation to provide to its or their employees any Product or New Product issued by Purchaser or
any Travelers Insurers, (iii) restrict the ability of Purchaser or Parent or any of their Affiliates from acquiring or
disposing of any assets of, or reorganizing or consolidating, any business, subject to the proviso in Section 3.6(a)
or (iv) restrict the ability of any Purchaser Insurer to distribute insurance or annuity products through Persons
other than Domestic Parent Distributors. Subject to Section 3.6(b), nothing in this Agreement shall impose upon
any Affiliate of Parent that becomes an Affiliate of Parent after the date of this Agreement any obligation to
distribute any Product or New Product on behalf of a Purchaser Insurer. For the avoidance of doubt, in the event
any Domestic Parent Distributor ceases to be an Affiliate of Parent, Parent's obligations under this Agreement
with respect to such Domestic Parent Distributor shall no longer be applicable.

                                              ARTICLE IV.
                                          ACCESS AND BRANDING

Section 4.1. Access.

(a) To the extent that as of the date of this Agreement, a Domestic Exclusive Parent Distributor permits
wholesalers or Product representatives of the Travelers Insurers to have access to such Domestic Exclusive
Parent Distributor, including its Sales Force, sales offices or sales, education or training meetings that involve the
promotion of Products made available by a Travelers Insurer for distribution by such Domestic Exclusive Parent
Distributor, Parent shall, during the First Term, cause such Domestic Exclusive Parent Distributor to continue to
permit such access on the same terms and conditions as on the date hereof in a manner consistent with applicable
Law and the Parent Standards and Practices. The applicable

                                                         10


Purchaser Insurer providing the Exclusive Products shall continue during the First Term to maintain wholesaler
coverage, training, and sales support to the Domestic Exclusive Parent Distributor on terms and conditions that
are no less favorable than those provided by the applicable Travelers Insurer to such Domestic Exclusive Parent
Distributor on the date of this Agreement.

(b) To the extent that as of the date of this Agreement, a Domestic Parent Distributor (other than a Domestic
Exclusive Parent Distributor) permits wholesalers, Product representatives or bank marketing representatives of
the Travelers Insurers to have access to such Domestic Parent Distributor, including its Sales Force, bank
branches, sales offices or sales, education or training meetings that involve the promotion of Products made
available by a Travelers Insurer for distribution by such Domestic Parent Distributor, in a manner consistent with
applicable Law and with the Parent Standards and Practices, Parent shall, until the third anniversary of the date
hereof, cause such Domestic Parent Distributor to provide such access on terms and conditions that are no less
favorable than those generally applicable to any Third Party Insurer.

Section 4.2. Branding; Use of Names; Confidential Information; Approval of Certain Materials.
(a) Unless otherwise provided in a Domestic Selling Agreement and, in all cases in accordance with the terms and
subject to the conditions of the Licensing Agreement, during the Term, Purchaser shall cause all Purchaser
Insurers providing, and Parent shall cause all Domestic Parent Distributors distributing, Products (including
Private Label Products in respect of which any Purchaser Insurer is the provider on the date of this Agreement)
to cause such Products distributed through a Domestic Parent Distributor to be offered and branded utilizing the
Marks that relate to each such Product as of the date of this Agreement; provided that Purchaser and the
Purchaser Insurers shall have been granted adequate rights to use the Marks under the Licensing Agreement; and
provided, further, that the parties hereto agree that any trademark or trade name on such product shall be
appropriately altered to reflect any change to the trademark or trade name of the applicable Domestic Parent
Distributor and, subject to Section 3.2(c), in the case of a Substitute Product, to reflect any change that is
required by Law as a result of the change in the issuer of such Substitute Product. To the extent that a Private
Label Product is distributed by a PLP Distributor on behalf of a Purchaser Insurer after the date of this
Agreement in accordance with Section 3.4, then Parent shall cause such PLP Distributor and Purchaser shall
cause all Purchaser Insurers providing such Private Label Product to cause such Private Label Product to be
offered and branded using such trademarks or trade names as may be applicable to such Private Label Product
by such PLP Distributor, provided that Purchaser and the applicable Purchaser Insurers shall own or shall have
been granted adequate rights to use such trademarks or trade names.

(b) During the Term of this Agreement, the Travelers Insurers and, as applicable, the Purchaser Insurers will have
access to confidential information and other proprietary information ("Confidential Information") of Parent and its
Affiliates. Confidential Information includes, but is not limited to, the names, addresses, telephone numbers and
social security numbers of applicants for, purchasers of and other customers of Products and New Products as
well as other identity and private information in respect of Parent's or its Affiliates'

                                                         11


customers, employees, representatives, and agents. Confidential Information shall not include any customer
information (i) that was previously known by a Purchaser Insurer from a source other than any Domestic Parent
Distributor without obligations of confidence; or (ii) that was or is rightfully received by a Purchaser Insurer from
a third party without obligations of confidence to any Domestic Parent Distributor or from publicly available
sources without obligations of confidence to any Domestic Parent Distributor; or (iii) that was or is developed by
means independent of information obtained from any Domestic Parent Distributor. As a condition to such access,
neither Purchaser nor any Purchaser Insurer shall use, copy or disclose such Confidential Information in any
manner (including without limitation, to sell or cross-sell their products). Confidential Information may be used to
service Products and New Products, including, as appropriate, to accept additional contributions and premium
for and to modify, add, or exchange coverage to any Product or New Product purchased by a policy owner who
purchased from a Domestic Parent Distributor. Purchaser and its Affiliates shall take all appropriate action to
ensure the protection, confidentiality and security of such Confidential Information. The Purchaser and its
Affiliates acknowledge and agree that this Confidential Information is the property of the Domestic Parent
Distributors. The parties also understand that the Purchaser Insurers may respond to inquiries from holders of
Products or New Products concerning other Purchaser Insurer products and services, provided there was no
solicitation of such inquiry using Confidential Information. The parties also agree that this Section 4.2(b) shall not
apply to individuals with whom Purchaser or the Purchaser Insurers have a pre-existing relationship other than
through a Domestic Parent Distributor.

(c) (i) Any marketing, training or other materials to be made available by any Purchaser Insurer to any Domestic
Parent Distributor's Sales Force or customers in connection with Products and New Products (other than
ordinary course communications to policyholders and contract holders) shall be made available only with the
prior consent (which shall not be unreasonably withheld or delayed) of the applicable Domestic Parent
Distributor; provided that all such materials that are used by the Travelers Insurers in connection with the
distribution of Products through the Domestic Parent Distributors on the date of this Agreement shall not require
any such consent. In the event that the applicable Purchaser Insurer or the applicable Domestic Parent Distributor
determines to discontinue the use of any such materials, the parties shall cooperate with the applicable Purchaser
Insurer to ensure that such use is discontinued by such Domestic Parent Distributor's Sales Force.

(ii) Any marketing, training or other materials prepared by a Domestic Parent Distributor and to be made
available by such Domestic Parent Distributor to its Sales Force or customers that describes any Purchaser
Insurer or any of its Affiliates or any insurance or annuity product offered by any of them may be made available
only with the prior consent (which shall not be unreasonably withheld or delayed) of the applicable Purchaser
Insurer; provided that all such materials that are used by the Domestic Parent Distributors in connection with the
distribution of Products on the date of this Agreement shall not require any such consent. In the event that the
applicable Purchaser Insurer or the applicable Domestic Parent Distributor determines to discontinue the use of
any such materials, the parties shall cooperate with the applicable Domestic Parent Distributor to ensure that such
use is discontinued by its Sales Force.

                                                         12


                                        ARTICLE V.
                        TERM OF THE AGREEMENT; CERTAIN CONDITIONS

Section 5.1. Term. The term of this Agreement (the "Term") will commence on the date of this Agreement and
shall continue until the tenth anniversary of the date of this Agreement; provided, however, the expiration of this
Agreement shall not reduce or curtail the term of any Domestic Selling Agreement that extends beyond the end of
the Term.

Section 5.2. Survival. Upon expiration of this Agreement, the provisions of this Section 5.2 and Article VI and
Article VII shall survive without modification.

Section 5.3. Certain Conditions.

(a) Subject to Section 5.3(b), but notwithstanding anything else to the contrary in this Agreement or in any
Domestic Selling Agreement, no Domestic Parent Distributor shall be required to enter into (and may refuse to
enter into) a Domestic Selling Agreement in respect of, or have any obligation to offer (and may immediately
cease to offer), any Product or New Product offered by a Purchaser Insurer, if:

(i) Parent reasonably determines that such Product or New Product offered by a Purchaser Insurer is not
Competitive; provided, however, that this clause (i) shall not apply to any Exclusive Product during the First
Term;

(ii) any change is made or any feature is added to such Product or New Product (or a fund or investment option
therein) without Parent's or the applicable Domestic Parent Distributor's prior written approval, which approval
shall not be unreasonably withheld or delayed;

(iii) such Product or New Product or the offering thereof (including on an exclusive basis) conflicts with:

(x) applicable Law, including any regulatory compliance procedures or restrictions in connection therewith;

(y) any material provision of any existing agreement by which Parent or its Affiliates or any of their respective
assets or properties are bound; provided that this clause (y) shall not apply to any Product offered by a Travelers
Insurer and distributed by a Domestic Parent Distributor pursuant to an arrangement in effect on the date hereof
or any Substitute Products distributed in replacement thereof pursuant to Section 3.5(d), unless the violation is
caused by or relates to (1) any difference between the Substitute Product and the Existing Product it replaced, or
(2) solely the fact of the replacement of the Existing Product with the Substitute Product; or

(z) the Parent Standards and Practices, provided that in the case of the application of this clause (z) during the
First Term to any Exclusive Product following a change in the Parent Standards and Practices, any such

                                                         13


change in the Parent Standards and Practices shall be in accordance with the third sentence of Section 3.2(b);

(iv) such Product is an Exclusive Product and (x) any Purchaser Insurer provides to any Comparable Distributor
a product that is substantially similar to such Exclusive Product and (y) the terms, total compensation, consumer
pricing, wholesaler coverage, training and support, features and service standards and metrics of such product,
taken as a whole, are more favorable than the terms, total compensation, consumer pricing, wholesaler coverage,
training and support, features and service standards and metrics of such Exclusive Product, taken as a whole;
provided, however, that this Section 5.3(a)(iv) shall not apply to any distribution arrangements of any Purchaser
Insurer in effect on the date of this Agreement;

(v) with respect to any Exclusive Product, the financial strength rating assigned to the provider of such Exclusive
Product falls below both (x) A1 by Moody's Investors Service, Inc. (or any successor thereto) and (y) A+ by
Standard & Poor's (or any successor thereto); or

(vi) with respect to any Exclusive Product, a federal, state or local domestic, foreign or supranational
governmental, regulatory or self-regulatory authority, agency, court, tribunal, commission or other governmental,
regulatory or self-regulatory entity, with jurisdiction over the Domestic Exclusive Parent Distributor requests or
mandates that the Domestic Exclusive Parent Distributor cease offering or no longer offer the Exclusive Product
on an exclusive basis; provided, however, in the case of such a request (but not a mandate), the Domestic
Exclusive Parent Distributor shall provide prompt notice of any such request to the Purchaser Insurer providing
the Exclusive Product, and shall consult and cooperate with such Purchaser Insurer in its efforts to obtain from
such regulatory agency an agreement that permits the Domestic Exclusive Parent Distributor to continue to
distribute such Exclusive Product on an exclusive basis. If such an agreement is reached, the Domestic Exclusive
Parent Distributor shall continue to distribute the Exclusive Product on an exclusive basis in accordance with the
terms of Section 3.2. If such an agreement cannot be reached, the Domestic Exclusive Parent Distributor shall
distribute the Exclusive Product on a non-exclusive, Level Playing Field basis, for the remainder of the Term in
accordance with the terms of this Agreement.

(b) Prior to any Domestic Parent Distributor's exercising its right under Section 5.3(a) not to enter into a
Domestic Selling Agreement with respect to any Product or New Product or to cease offering any Product or
New Product, such Domestic Parent Distributor shall provide written notice to Purchaser, containing a
reasonably detailed statement of the grounds for such exercise, and shall afford Purchaser a period of 30 days in
which to cure the deficiency unless the deficiency is not capable of being cured. Such Domestic Parent Distributor
shall consult and cooperate with Purchaser as reasonably requested during such period in identifying possible
cures. If Purchaser is able to propose a cure that is reasonably satisfactory to such Domestic Parent Distributor
before the expiration of such period, such Domestic Parent Distributor shall not be entitled to exercise its right to
refuse to enter into a Domestic Selling Agreement or to cease offering the applicable Product or New Product,
provided that if any cure involves a change in such Product's or New Product's terms or features that requires
filing with

                                                         14


or approval (or non-disapproval) by any regulatory authority, such Domestic Parent Distributor shall, prior to
exercising such right, afford Purchaser such further period of time as may be reasonably necessary to accomplish
such filing or obtain such approval or non-disapproval. Notwithstanding anything to the contrary in this Section
5.3(b), no Domestic Parent Distributor shall be required to continue to distribute any Product or New Product
pending any cure period, if the offering of such Product or New Product would reasonably be expected to (i)
violate applicable Law, including any regulatory compliance procedures or restriction in connection therewith, (ii)
conflict with the Parent Standards and Practices insofar as they relate to reputational considerations or industry
standards or (iii) in the case of an Exclusive Product under Section 5.3(a)(vi) above, conflict with a mandate from
a federal, state or local domestic, foreign or supranational governmental, regulatory or self-regulatory authority,
agency, court, tribunal, commission or other governmental, regulatory or self-regulatory entity, with jurisdiction
over the Domestic Exclusive Parent Distributor that such Domestic Exclusive Parent Distributor cease offering or
no longer offer the Exclusive Product on an exclusive basis; provided, in the case of this clause (iii), such
Domestic Exclusive Parent Distributor shall distribute the Exclusive Product on a non-exclusive, Level Playing
Field basis, for the remainder of the Term in accordance with the terms of this Agreement.

                                                ARTICLE VI.
                                             INDEMNIFICATION

Section 6.1. Indemnification of Parent. Purchaser will defend and hold harmless Parent and its Affiliates and their
respective officers, directors, employees and agents (the "Parent Indemnified Parties") from and against any
losses, liabilities, damages (including consequential damages), actions, claims, demands, regulatory investigations,
settlements, judgments and other expenses including, but not limited to, reasonable attorneys fees and expenses
("Losses") which are asserted against, incurred or suffered by any Parent Indemnified Party and which arise from
or are related to Purchaser's breach of any representation or warranty (except to the extent indemnification
therefor is available under the Acquisition Agreement) or any covenant, condition or duty contained in this
Agreement.

Section 6.2. Indemnification of Purchaser. Parent will defend and hold harmless Purchaser and its Affiliates and
their respective officers, directors, employees and agents (the "Purchaser Indemnified Parties") from and against
any Losses which are asserted against, incurred or suffered by any Purchaser Indemnified Party and which arise
from or are related to Parent's breach of any representation or warranty (except to the extent indemnification
therefor is available under the Acquisition Agreement) or any covenant, condition or duty contained in this
Agreement.

Section 6.3. Indemnity Provisions in Domestic Selling Agreements. Each Domestic Selling Agreement shall
provide indemnification for Losses asserted against each of the parties thereto in respect of a failure of the other
party to comply with applicable Law and a breach by such other party of any representation, warranty, covenant,
condition or duty contained in such Domestic Selling Agreement.

Section 6.4. Indemnification Procedures. Upon receipt by a Parent Indemnified Party or a Purchaser Indemnified
Party (each, an "Indemnified Party"), as the case may be, of notice of

                                                         15


any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a
"Third Party Claim") with respect to a matter for which such Indemnified Party is indemnified under this Article VI
which has or is expected to give rise to a claim for Losses, the Indemnified Party shall promptly, in the case of a
Purchaser Indemnified Party, notify Parent and in the case of a Parent Indemnified Party, notify Purchaser
(Purchaser or Parent, as the case may be, the "Indemnifying Party"), in writing, indicating the nature of such Third
Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give
notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent,
if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (i) describe such Third
Party Claim in reasonable detail as is practicable including the sections of this Agreement, which form the basis
for such claim; provided that the failure to identify a particular section in such notice shall not preclude the
Indemnified Party from subsequently identifying such section as a basis for such claim, (ii) attach copies of all
material written evidence thereof and (iii) set forth the estimated amount of the Losses that have been or may be
sustained by an Indemnified Party. The Indemnifying Party shall have 30 days after receipt of notice to elect, at its
option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party
Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent
permitted by applicable Law. If the Indemnifying Party shall undertake to compromise or defend any such Third
Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party
agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against,
any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or
discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of
the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists
solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or
claimant in the matter releases the Purchaser Indemnified Parties or the Parent Indemnified Parties, as applicable,
from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or
proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense
of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of
such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential
conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party
inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at
the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel
shall cooperate in the defense of any Third Party Claim subject to this Article VI and keep such Persons informed
of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence
and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's
cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its
own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice
of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party
Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have
hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the
Indemnified Party shall not settle, compromise or discharge, or admit

                                                           16


any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party
(which consent will not be unreasonably withheld or delayed).

Section 6.5. General.

(a) The provisions of this Article VI will survive the expiration of this Agreement.

(b) The rights and remedies provided herein shall be cumulative and in addition to all other rights and remedies
available to the parties at law or equity, and the exercise or beginning of the exercise of any thereof by any party
shall not preclude the simultaneous or later exercise of any other such rights or remedies by such party.
Notwithstanding the preceding sentence, nothing in this Agreement shall restrict or prevent any party from seeking
indemnification under any applicable provision of the Acquisition Agreement, or any of the other Related
Agreements (as defined in the Acquisition Agreement), provided that no party shall obtain duplicative recoveries.

                                                  ARTICLE VII.
                                                MISCELLANEOUS

Section 7.1. Equitable Remedies. The parties hereto acknowledge that money damages may not be an adequate
remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the
parties may have hereunder or at law or in equity, may, in its sole discretion, apply to a court of competent
jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in
order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable Law,
each party waives any objection to the imposition of such relief.

Section 7.2. Severability. If any provision of this Agreement or the application of any such provision is invalid,
illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable Law, the parties waive any provision of Law that renders any provision of this
Agreement invalid, illegal or unenforceable in any respect. The parties shall, to the extent lawful and practicable,
use their commercially reasonable efforts to enter into arrangements to reinstate the intended benefits, net of the
intended burdens, of any such provision held invalid, illegal or unenforceable.

Section 7.3. Further Assurance and Assistance. Parent and Purchaser agree that each will, and will cause their
respective Affiliates to, execute and deliver any and all documents, and take such further acts, in addition to those
expressly provided for herein, that may be necessary or appropriate to effectuate the provisions of this
Agreement.

Section 7.4. Notices. All notices, demands and other communications required or permitted to be given to any
party under this Agreement shall be in writing and any such notice, demand or other communication shall be
deemed to have been duly given when delivered by hand, courier or overnight delivery service or, if mailed, two
(2) Business Days (as defined in the Acquisition Agreement) after deposit in the mail and sent certified or
registered mail, return

                                                           17


receipt requested and with first-class postage prepaid, or in the case of facsimile notice, when sent and
transmission is confirmed, and, regardless of method, addressed to the party at its address or facsimile number
set forth below (or at such other address or facsimile number as the party shall furnish the other parties in
accordance with this Section 7.4):

(a) If to Parent:
Citigroup Inc.
399 Park Avenue
New York, New York
Attn: Andrew M. Felner Deputy General Counsel Facsimile: (212) 559-7057 e-mail: felnera@citigroup.com

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square
New York, New York 10036-6522 Attn: Eric J. Friedman, Esq.

                                            Facsimile: (212) 735-2000

(b) If to Purchaser:

MetLife, Inc.
2701 Queens Plaza North Long Island City, New York 11101 Attn: James L. Lipscomb Executive Vice
President and General Counsel Facsimile: (212) 252-7288

With a copy to:

LeBoeuf, Lamb, Greene & MacRae L.L.P.

                                              125 West 55th Street
                                          New York, New York 10019
                                          Attn: Alexander M. Dye, Esq.
                                            Facsimile: 212-424-8500

Section 7.5. Successors and Assigns. Subject to the terms of this Section 7.5, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that the
Parent Indemnified Parties and the Purchaser Indemnified Parties shall be intended third-party beneficiaries of
Article VI. No party hereto may assign its rights or obligations under this Agreement without the prior written
consent of the other party (which consent may not be unreasonably withheld) and any purported assignment
without such consent shall be void.

                                                         18


Section 7.6. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws
of the State of New York applicable to agreements made and to be performed entirely within such State, without
regard to the conflict of laws principles of such State.

Section 7.7. Jurisdiction; Venue; Consent to Service of Process.

(a) Each of the parties hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
United States District Court for the Southern District of New York or, if such court will not accept jurisdiction,
the Supreme Court of the State of New York or any court of competent civil jurisdiction sitting in New York
County, New York. In any action, suit or other proceeding, each of the parties hereto irrevocably and
unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is
not subject to the jurisdiction of the above courts, that such action or suit is brought in an inconvenient forum or
that the venue of such action, suit or other proceeding is improper. Each of the parties hereto also hereby agrees
that any final and unappealable judgment against a party hereto in connection with any action, suit or other
proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in
any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy
of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

(b) Each party irrevocably consents to service of process in the manner provided for the giving of notices
pursuant to Section 7.4 of this Agreement. Nothing in this Section 7.7 shall affect the right of any party hereto to
serve process in any other manner permitted by Law.
Section 7.8. Entire Agreement. This Agreement, together with all schedules hereto, embodies the entire
agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements with
respect thereto. The parties intend that this Agreement shall constitute the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this
Agreement.

Section 7.9. Amendment and Waiver. No amendment to this Agreement shall be effective unless it shall be in
writing and signed by each party. Any failure of a party to comply with any obligation, covenant, agreement or
condition contained in this Agreement may be waived by the party entitled to the benefits thereof only by a
written instrument duly executed and delivered by the party granting such waiver, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure of compliance. In the event that the terms of a
Domestic Selling Agreement shall conflict with the terms of this Agreement, the terms of such Domestic Selling
Agreement shall control for purposes of such Domestic Selling Agreement.

Section 7.10. Access to Records. Parent shall cause the Domestic Parent Distributors to maintain adequate
books and records related to the activities of the Domestic Parent Distributors under the Domestic Selling
Agreements with respect to the Products and New Products

                                                         19


distributed thereunder. Upon written request, but no more frequently than annually, (i) Parent shall certify to
Purchaser its material compliance with the terms of Sections 3.2(b), 3.3 and 3.4(a) of this Agreement during the
period covered by such certificate and (ii) Purchaser shall certify to Parent that no Purchaser Insurer has, during
the period covered by such certification, provided to any Comparable Distributor any product that is substantially
similar to an Exclusive Product provided by a Travelers Insurer on an exclusive basis to a Domestic Exclusive
Parent Distributor under a Domestic Selling Agreement with terms, total compensation, consumer pricing,
wholesaler coverage, training and support, features and service standards and metrics, taken as a whole, that are
materially more favorable to such Comparable Distributor than the terms, total compensation, consumer pricing,
wholesaler coverage, training and support, features and service standards and metrics of such Exclusive Product,
taken as a whole.

Section 7.11. Counterparts. This Agreement may be executed by the parties in multiple counterparts which may
be delivered by facsimile transmission. Each counterpart when so executed and delivered shall be deemed an
original, and all such counterparts taken together shall constitute one and the same instrument.

Section 7.12. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

[Remainder of Page Intentionally Left Blank.]

                                                         20


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective
authorized representatives.

                                                CITIGROUP INC.

                                    By:  /s/ Anthony A. Lazzara
                                        --------------------------------
                                    Name:   Anthony A. Lazzara
                                    Title: Managing Director
                                            M&A Execution




                                                METLIFE, INC.
                               By:  /s/ William J. Wheeler
                                   --------------------------------
                               Name:   William J. Wheeler
                               Title: Exectuive Vice President and
                                       Chief Financial Officer




              [SIGNATURE PAGE TO DOMESTIC DISTRIBUTION AGREEMENT]



                                       [EXECUTION COPY]



                        INTERNATIONAL DISTRIBUTION AGREEMENT

                                       BY AND BETWEEN

                                         CITIGROUP INC.

                                               AND

                                          METLIFE, INC.

                                        AS OF JULY 1, 2005




                                      TABLE OF CONTENTS


ARTICLE I.   DEFINITIONS.................................................................................
   Section   1.1.    Defined Terms.......................................................................
   Section   1.2.    Purposes of Agreement...............................................................
   Section   1.3.    Construction........................................................................
   Section   1.4.    Headings............................................................................

ARTICLE II. REPRESENTATIONS AND WARRANTIES.............................................................
   Section 2.1.    Representations and Warranties of Parent............................................
   Section 2.2.    Representations and Warranties of Purchaser.........................................

ARTICLE III. INTERNATIONAL DISTRIBUTION................................................................
   Section 3.1.    Selling Agreements..................................................................
   Section 3.2.    Exclusive Distribution Arrangements.................................................
   Section 3.3.    Non-Exclusive Distribution Arrangements.............................................
   Section 3.4.    Private Label Products..............................................................
   Section 3.5.    New Products; New Countries; Substitute Products....................................
   Section 3.6.    Acquisitions........................................................................
   Section 3.7.    Reinsurance of Products Distributed on Behalf of Third Party Insurers...............
   Section 3.8.    No Obligation.......................................................................
   Section 3.9.    Credicard...........................................................................
   Section 3.10.   Corretora...........................................................................

ARTICLE IV. ACCESS AND BRANDING........................................................................
   Section 4.1.    Access..............................................................................
   Section 4.2.    Branding; Use of Names; Confidential Information; Approval of Certain Materials.....

ARTICLE V.   TERM OF THE AGREEMENT; CERTAIN CONDITIONS...................................................
   Section   5.1.    Term................................................................................
   Section   5.2.    Survival............................................................................
   Section   5.3.    Certain Conditions..................................................................

ARTICLE VI. INDEMNIFICATION............................................................................
   Section 6.1.    Indemnification of Parent...........................................................
   Section 6.2.    Indemnification of Purchaser........................................................
   Section 6.3.    Indemnity Provisions in International Selling Agreements............................
   Section 6.4.    Indemnification Procedures..........................................................
    Section 6.5.        General.............................................................................

ARTICLE VII. MISCELLANEOUS.............................................................................
   Section 7.1.    Equitable Remedies..................................................................
   Section 7.2.    Severability........................................................................
   Section 7.3.    Further Assurance and Assistance....................................................
   Section 7.4.    Notices.............................................................................
   Section 7.5.    Successors and Assigns..............................................................
   Section 7.6.    Governing Law.......................................................................
   Section 7.7.    Jurisdiction; Venue; Consent to Service of Process..................................
   Section 7.8.    Entire Agreement....................................................................
   Section 7.9.    Amendment and Waiver................................................................
   Section 7.10.   Access to Records...................................................................
   Section 7.11.   Counterparts........................................................................
   Section 7.12.   WAIVER OF JURY TRIAL................................................................




                            INTERNATIONAL DISTRIBUTION AGREEMENT

THIS INTERNATIONAL DISTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2005, is
made by and between Citigroup Inc., a Delaware corporation ("Parent"), and MetLife, Inc., a Delaware
corporation ("Purchaser").

WHEREAS, Purchaser and certain of its Affiliates provide insurance and annuity products throughout the United
States and in numerous countries around the world;

WHEREAS, Parent, through its Affiliates, has an extensive proprietary distribution network that distributes, on
behalf of insurance companies, insurance and annuity products throughout the United States and in numerous
countries around the world;

WHEREAS, Parent and Purchaser have entered into an Acquisition Agreement, dated as of January 31, 2005
(the "Acquisition Agreement"), pursuant to which Purchaser will acquire on the terms and subject to the
conditions set forth therein, all of the outstanding shares of capital stock of certain subsidiaries of, and the equity
interests owned by Parent in certain joint ventures of, Parent or its Affiliates, including the Travelers Insurers;

WHEREAS, in connection with the transactions contemplated by the Acquisition Agreement, the parties hereto
desire to enter into a distribution relationship inside the United States pursuant to a Domestic Distribution
Agreement to be entered into on the date of this Agreement and the distribution relationship outside the United
States contemplated by this Agreement;

WHEREAS, this Agreement has been restated from the form hereof attached to the Acquisition Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition to closing of the transactions
contemplated by the Acquisition Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, the
parties do hereby agree as follows:

                                                    ARTICLE I
                                                   DEFINITIONS

Section 1.1 Defined Terms. For purposes of this Agreement, unless the context requires otherwise, the following
terms shall have the following meanings:

"Acquisition Agreement" has the meaning set forth in the recitals hereto.

"Adequate Financial Strength" means with respect to the applicable Purchaser Insurer's distribution of a Product
through an International Parent Distributor, the financial strength of such Purchaser Insurer as it relates to such
Product reasonably determined in good faith by the applicable International Parent Distributor on the basis of
criteria which such International Parent Distributor reasonably believes are utilized in the industry or by similarly
situated distributors in
evaluating other insurers (considered as a group) or any Purchaser Insurer, provided that to the extent other
insurers provide products which are substantially similar to the Product sold by such Purchaser Insurer through
the applicable International Parent Distributor such reasonable determination shall also be made on the basis of
criteria which such International Parent Distributor has knowledge of and reasonably believes are utilized in
evaluating such insurers as to such Product. Such criteria will take into account factors such as the availability of
financial strength ratings in the country in which the products of such Purchaser Insurer are sold. For the
avoidance of doubt, each International Parent Distributor acknowledges that immediately prior to the date hereof
the Purchaser Insurer providing a Product to it had Adequate Financial Strength with respect to such Product on
such date.

"Affiliate" shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with such first Person. The term
"control" (including its correlative meanings "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by contract or otherwise).

"Agreement" shall have the meaning set forth in the introductory paragraph hereof.

"Asia-Pac RCA" shall have the meaning set forth in Section 3.7(e).

"Comparable Distributor" shall mean a distributor using a substantially similar approach to the marketing,
servicing, sales support and overall distribution of products.

"Competitive" means (i) the terms, total compensation, customer appeal, consumer pricing and value, wholesaler
coverage, training and support, features and service standards and metrics of the applicable product, taken as a
whole, are at least equivalent to those of other comparable products, considered as a group, then distributed by
the applicable Affiliate of Parent and (ii) the Purchaser Insurer shall have Adequate Financial Strength.

"Confidential Information" shall have the meaning set forth in Section 4.2(b).

"Covered Business" means all policies, certificates or coverages existing under, or in respect of, all Reinsured
Products as of the date hereof, together with all new policies, certificates or coverages sold or effected under
such Reinsured Products and any new product distributed by a Reinsured Product Distributor in any country that
is substantially similar to a Reinsured Product distributed by such Reinsured Product Distributor in such country.

"CSL Agreement" has the meaning ascribed to such term in Section 3.7(d).

"Covered Country" means each of the following countries: Argentina, Australia, Belgium, Brazil, Guam, Hong
Kong, Hungary, Ireland, Japan, Poland and the United Kingdom.

"Exclusive Products" means the Products designated on Schedule 3.2(a) as being subject to an exclusive
relationship.

"Existing Product" has the meaning set forth in Section 3.5(c).

                                                          2


"First Term" means the five-year period commencing on the date of this Agreement and ending on the fifth
anniversary of the date of this Agreement.

"Indemnified Party" has the meaning set forth in Section 6.4.

"Indemnifying Party" has the meaning set forth in Section 6.4.

"International Exclusive Parent Distributor" means each International Parent Distributor to which a Travelers
Insurer is the exclusive provider of any Product on the date of this Agreement and such Person's successors and
assigns.

"International Parent Distributor" means (i) any Person Affiliated with Parent that, as of the date of this
Agreement, distributes any Product that a Travelers Insurer offers in any Covered Country and such Person's
successors and assigns and (ii) any Person Affiliated with Parent that distributes any product offered by a
Purchaser Insurer in any country other than a Covered Country pursuant to an arrangement contemplated by
Sections 3.4(b), 3.5(b) and 3.6(b) (but in each case only from and after such time that such Person begins
distributing such product for a Purchaser Insurer) and such Person's successors and assigns.

"International Selling Agreements" has the meaning set forth in Section 3.1.

"Law" shall have the meaning set forth in the Acquisition Agreement.

"Level Playing Field" means, with respect to a product, Parent (i) shall, and shall cause any International Parent
Distributor entering into an International Selling Agreement with respect to such product pursuant to Section 3.1
to, afford the same access to its distribution platforms for such product offered by a Travelers Insurer (or a
Purchaser Insurer, as applicable) as the access it affords to comparable products offered by a Third Party Insurer
and
(ii) shall not, and shall cause its Affiliates (including the International Parent Distributors) not to, provide to its
Sales Force any compensation or other economic inducement or benefit for the sale of comparable products sold
in a comparable sales support and compensation framework offered by a Third Party Insurer that are more
favorable than the compensation or other economic inducements or benefits provided to such Sales Force for the
sale of such products offered by a Travelers Insurer (or a Purchaser Insurer, as applicable); provided, that a
Level Playing Field may include variations in Sales Force compensation that are (x) based upon neutral criteria
that do not differentiate between product providers, such as achieving sales volume or persistency objectives, or
(y) for products (including combined product and service arrangements) for which distributor compensation is
negotiated by the provider on a sale-by-sale basis, such as group retirement products.

"Licensing Agreement" shall have the meaning set forth in the Acquisition Agreement.

"Local Incumbent" has the meaning set forth in Section 3.7.

"Losses" has the meaning set forth in Section 6.1.

"Marks" shall mean the Parent Distributor Marks, as defined in the Licensing Agreement in respect of this
Agreement.

                                                          3


"New Products" means (i), with respect to each Covered Country, any life insurance or annuity product that a
Purchaser Insurer is authorized to offer but was not included among the types of insurance or annuity products
distributed by an International Parent Distributor in such Covered Country on the date of this Agreement and (ii)
products offered by a Purchaser Insurer pursuant to arrangements contemplated by Sections 3.5(b) and 3.6(b).
For avoidance of doubt, the addition of new features to Products shall not constitute New Products in whole or
in part, regardless of whether any insurance regulatory filing is required in connection therewith.

"Non-Exclusive Products" has the meaning set forth in Section 3.3.

"Parent" has the meaning set forth in the introductory paragraph hereof.

"Parent Indemnified Parties" has the meaning set forth in Section 6.1.

"Parent Standards and Practices" means the client service and relationship standards, business practices, ethical
standards, customer privacy and protection policies and general service quality standards, reputational
considerations and industry standards, as determined from time to time by Parent or any of its Affiliates, provided
that such Parent Standards and Practices, to the extent they relate to a Product or New Product and/or
International Parent Distributor, shall be applied, and changes thereto shall be made, without discriminating in any
material manner against any Travelers Insurer or Purchaser Insurer, as applicable, relative to all other similarly
situated providers of such Products or New Products distributed by such International Parent Distributor.

"Person" shall have the meaning set forth in the Acquisition Agreement.

"PLP Distributor" has the meaning set forth in Section 3.4(b).

"Private Label Product" means a life insurance or annuity product customized for a PLP Distributor in a Covered
Country or Supplemental Country that (i) is branded under the name of the PLP Distributor in such Covered
Country or Supplemental Country or (ii) is a variable life insurance or variable annuity contract that offers as an
option more than two investment choices or mutual funds that are advised or managed by Parent or a Parent
Affiliate (or any successor to the Parent or a Parent Affiliate of substantially all of the business or assets of the
Parent or such Parent Affiliate which relate primarily to the asset management business), including an PLP
Distributor (in all cases in the capacity of either an advisor or sub-advisor). For the avoidance of doubt and
without limitation, a Private Label Product (whether existing on the date of this Agreement or thereafter) shall be
deemed a Product for all purposes under this Agreement.

"Products" means the life insurance and annuity products issued by the Travelers Insurers and distributed through
the International Parent Distributors on the date of this Agreement, and any Substitute Products distributed in
replacement thereof pursuant to Section 3.5(c).

"Purchaser" shall have the meaning set forth in the introductory paragraph hereof.

"Purchaser Indemnified Parties" has the meaning set forth in Section 6.2.

                                                          4


"Purchaser Insurer" means any insurance company Affiliate of Purchaser, including the Travelers Insurers.

"Reinsured Product Distributor" means each Affiliate of Parent who, on the date of this Agreement, distributes life
insurance or annuity products on behalf of a Local Incumbent.

"Reinsured Products" means all life insurance and annuity products being distributed by an Affiliate of Parent,
written by a Local Incumbent and reinsured by a Reinsurer as of the date of this Agreement.

"Reinsurer" has the meaning set forth in Section 3.7.

"Sales Force" means those point of sale representatives and their direct supervisors utilized by Parent,
International Parent Distributors or one of their respective Affiliates whose job responsibility includes the sale or
promotion of Products or New Products offered by a Travelers Insurer (or a Purchaser Insurer, as applicable).

"Second Term" means the five-year period commencing upon the expiration of the First Term and ending on the
tenth anniversary of the date of this Agreement.

"Substitute Product" has the meaning set forth in Section 3.5(c).

"Supplemental Country" means each of the following countries: Chile, China, India, Indonesia, South Korea,
Taiwan, and Uruguay.

"Target Affiliated Distributor" means any Person Affiliated with Parent that (i) was an Affiliate of a Target
Business (as defined in the Acquisition Agreement) immediately prior to the acquisition of such Target Business
by Parent or an Affiliate of Parent and (ii) is engaged in the business of distributing financial services products.

"Term" has the meaning set forth in Section 5.1.

"Third Party Claim" has the meaning set forth in Section 6.4.

"Third Party Insurer" means an insurance company that is not Affiliated with Purchaser.
"Travelers Insurers" means the International Insurance Companies (as defined in the Acquisition Agreement) and
the Joint Ventures (as defined in the Acquisition Agreement) to be acquired by Purchaser pursuant to the
Acquisition Agreement and their successors and assigns, and with respect to a Substitute Product that is offered
pursuant to Section 3.5(c), a Purchaser Insurer and its successors and assigns.

Section 1.2 Purposes of Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser and
Parent agree that this Agreement is intended to set forth certain principal business terms upon which they will
enter into International Selling Agreements during the Term and that nothing herein creates an International Selling
Agreement.

                                                           5


Section 1.3 Construction. For the purposes of this Agreement: (i) words (including capitalized terms defined
herein) in the singular shall be held to include the plural and vice versa, and words (including capitalized terms
defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms
"hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer
to this Agreement as a whole (including all of the Schedules) and not to any particular provision of this
Agreement, and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs
and Schedules to this Agreement, unless otherwise specified; (iii) the word "including" and words of similar import
when used in this Agreement shall mean "including, without limitation"; (iv) all references to any period of days
shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (v) "commercially
reasonable efforts" shall not require a waiver by any party of any material rights or any action or omission that
would be a breach of this Agreement.

Section 1.4 Headings. The Article and Section headings contained in this Agreement are inserted for convenience
of reference only and shall not affect the meaning or interpretation of this Agreement.

                                           ARTICLE II
                                 REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Parent. Parent hereby represents and warrants to Purchaser as
set forth below.

(a) Parent is a corporation duly organized, validly existing and in good standing under the laws of its state of
incorporation.

(b) Parent has all necessary corporate power and authority to make, execute and deliver this Agreement and to
perform all of the obligations to be performed by it hereunder. The making, execution, delivery and performance
by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly
and validly executed and delivered by Parent, and assuming the due authorization, execution and delivery by
Purchaser, this Agreement will constitute the valid, legal and binding obligation of Parent, enforceable against it in
accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other
similar Laws, now or hereafter in effect, relating to or affecting the rights of creditors generally and by legal and
equitable limitations on the enforceability of specific remedies.

(c) Neither the execution and delivery of this Agreement by Parent, nor the consummation of the transactions
contemplated hereby, will (i) violate or conflict with any provision of the articles of incorporation or bylaws or
other organizational documents of Parent or any International Parent Distributor, (ii) violate any of the terms,
conditions, or provisions of any Law or license to which Parent or any International Parent Distributor is subject
or by which it or any International Parent Distributor or any of its or their assets are bound, or (iii) violate, breach,
or constitute a default under any contract to which Parent or any International Parent Distributor is a party or by
which it or any International Parent Distributor or any of its or their

                                                           6


assets is bound. The distribution of any Products offered by a Travelers Insurer and distributed by an
International Parent Distributor on the date of this Agreement does not violate, breach, or constitute a default
under any contract to which Parent or any International Parent Distributor is a party or by which any of them or
any of their respective assets is bound.

(d) None of the arrangements by which any International Parent Distributor distributes any Products on behalf of
a Travelers Insurer in force on the date of this Agreement violates any of the Parent Standards and Practices in
effect on such date.

Section 2.2. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Parent
as set forth below.

(a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its state of
incorporation.

(b) Purchaser has all necessary corporate power and authority to make, execute and deliver this Agreement and
to perform all of the obligations to be performed by it hereunder. The making, execution, delivery and
performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions
contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of
Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser, and assuming the due
authorization, execution and delivery by Parent, this Agreement will constitute the valid, legal and binding
obligation of Purchaser, enforceable against it in accordance with its terms, except as may be subject to
applicable bankruptcy, insolvency, moratorium or other similar Laws, now or hereafter in effect, relating to or
affecting the rights of creditors generally and by legal and equitable limitations on the enforceability of specific
remedies.

(c) Neither the execution and delivery of this Agreement by Purchaser, nor the consummation of the transactions
contemplated hereby, will
(i) violate or conflict with any provision of the articles of incorporation or bylaws or other organizational
documents of Purchaser or any Purchaser Insurer (other than the Travelers Insurers), (ii) violate any of the terms,
conditions, or provisions of any Law or license to which Purchaser is subject or by which it or any of its assets is
bound, or (iii) violate, breach, or constitute a default under any contract to which Purchaser is a party or by which
it or any of its assets is bound.

                                            ARTICLE III.
                                    INTERNATIONAL DISTRIBUTION

Section 3.1. Selling Agreements. In order to effectuate the distribution arrangements contemplated hereby among
the Travelers Insurers (and Purchaser Insurers, as applicable) and the International Parent Distributors for
distribution of the Products and New Products offered by the Travelers Insurers (and Purchaser Insurers, as
applicable) in the Covered Countries and the Supplemental Countries, Parent shall cause the International Parent
Distributors, and Purchaser shall cause the Travelers Insurers (and Purchaser Insurers, as applicable), to
negotiate in good faith and enter into written selling agreements that are consistent with industry practice and with
the principles set forth in this Agreement and that contain terms and conditions taken as a whole that are no less
favorable to the Travelers Insurers (and Purchaser Insurers, as applicable) and the

                                                          7


International Parent Distributors than the terms and conditions of the selling and selling related arrangements
existing on the date of this Agreement between the Travelers Insurers and the International Parent Distributors
(the "International Selling Agreements"). For each International Parent Distributor that distributes a Product for a
Travelers Insurer on the date of this Agreement, an International Selling Agreement for the distribution of such
Product, to take effect on the date of this Agreement, shall be executed and delivered by such International
Parent Distributor and the applicable Travelers Insurer on or prior to the date of this Agreement. The
International Selling Agreements will contain provisions concerning the periodic readjustment of compensation as
agreed by the parties thereto.

Section 3.2. Exclusive Distribution Arrangements.
(a) Parent represents and warrants that Schedule 3.2(a) sets forth a complete and accurate list of all life insurance
and annuity products issued by a Travelers Insurer and distributed by an International Parent Distributor (whether
pursuant to a written agreement or de facto) in a Covered Country on behalf of a Travelers Insurer on the date of
this Agreement, the identity of each International Parent Distributor that distributes each such product and
whether or not a Travelers Insurer is the exclusive provider (whether pursuant to a written agreement or de facto)
of such product to such International Parent Distributor. For purposes of this Agreement (other than Section 3.7),
life insurance and/or annuity products shall be deemed to include any product listed on Schedule 3.2(a).

(b) If any Travelers Insurer is the exclusive provider (whether pursuant to a written agreement or de facto) of an
Exclusive Product to any International Exclusive Parent Distributor in a Covered Country on the date of this
Agreement, such Travelers Insurer shall have the right to be the exclusive provider of such Exclusive Product to
such International Exclusive Parent Distributor in such Covered Country during the First Term. During the
Second Term, each Travelers Insurer shall have the right to be a provider, on a non-exclusive, Level Playing
Field basis, to each International Exclusive Parent Distributor of each Exclusive Product distributed by such
International Exclusive Parent Distributor on the date of this Agreement. During the First Term, Parent shall not
make any change in the Parent Standards and Practices (except changes that may be reasonably appropriate to
comply with applicable Law) that would conflict with the rights granted to the Travelers Insurers under the first
sentence of this Section 3.2(b).

(c) Notwithstanding anything herein to the contrary (including, without limitation, Section 3.5(c)), prior to the
earlier of (i) the end of the 60-day period beginning on the date of this Agreement and (ii) December 31, 2005,
(x) Purchaser shall cause the Exclusive Products to be marketed under the brand name and with such trademarks
or trade names (including the identity of the underwriter of such Exclusive Product) as used on the date of this
Agreement and (y) no Purchaser Insurer shall be permitted to provide a Substitute Product in place of an
Exclusive Product.

Section 3.3. Non-Exclusive Distribution Arrangements. If any Travelers Insurer is a non-exclusive provider of a
Product to any International Parent Distributor in any Covered Country on the date of this Agreement (the "Non-
Exclusive Products"), such Travelers Insurer

                                                          8


shall have the right to be a provider of such Product, on a non-exclusive, Level Playing Field basis, to such
International Parent Distributor in such country during the Term.

Section 3.4. Private Label Products.

(a) If any Travelers Insurer is the provider of a Private Label Product to an International Parent Distributor in any
Covered Country on the date of this Agreement, such Travelers Insurer shall have the right to be the provider of
such Private Label Product in such Covered Country during the Term.

(b) Subject to the last sentence of this Section 3.4(b), if, prior to the seventh anniversary of the date of this
Agreement, any International Parent Distributor or any other Affiliate of Parent that distributes life insurance or
annuity products desires to distribute, as a Private Label Product in any Covered Country or Supplemental
Country, a life insurance product (other than term life insurance) or annuity product that it does not distribute as a
Private Label Product in such country on the date of this Agreement, Parent shall cause such International Parent
Distributor or other Affiliate of Parent (a "PLP Distributor") to notify Purchaser no later than the time of
notification of any Third Party Insurer. If the PLP Distributor does not select a Purchaser Insurer as the provider
of the new Private Label Product and the PLP Distributor desires to continue to seek a Third Party Insurer, as
provider, Parent shall cause the PLP Distributor to include the Purchaser Insurers in the process for selection of
such provider (whether by formal request for proposals or otherwise) to provide such Private Label Product
prior to selecting a Third Party Insurer. Parent shall cause the PLP Distributor to entertain in good faith, and on
terms no less favorable than those extended to any other proposed provider, proposals from the Purchaser
Insurers to provide such new Private Label Product. Such PLP Distributor (i) shall have exclusive discretion in
determining the process for selection of, and the criteria for evaluation of, potential providers of any such Private
Label Product and (ii) shall make a good faith determination of the relative suitability of proposals from potential
providers for satisfying the requirements of such Private Label Product (it being understood that if such PLP
Distributor determines that a proposal from a Purchaser Insurer satisfies such requirements, considered as a
whole, at least as well as the most favorable proposal or proposals of the other potential providers, such
Purchaser Insurer's proposal shall be selected); provided, however, that such PLP Distributor shall not be
required to select any such proposal. In the event a proposal from a Purchaser Insurer is selected by a PLP
Distributor, Parent shall cause such PLP Distributor, and Purchaser shall cause such Purchaser Insurer, to
negotiate in good faith an appropriate written selling agreement with respect thereto upon terms and conditions to
be mutually agreed by the parties thereto. The rights granted to the Purchaser Insurers under this Section 3.4(b)
shall not apply with respect to any new Private Label Product if an insurance company not Affiliated with Parent
or Purchaser contacts or approaches the International Parent Distributor, without solicitation by such International
Parent Distributor relating to such Private Label Product, about developing or the possibility of developing such
Private Label Product. Notwithstanding the foregoing, but subject to Section 3.5, nothing in this
Section 3.4 shall be construed to limit such International Parent Distributor's ability to offer Products substantially
the same as any Private Label Product on a non-private label basis.

                                                          9


Section 3.5. New Products; New Countries; Substitute Products.

(a) At any time during the Term, (i) Purchaser may propose to an International Parent Distributor that such
International Parent Distributor or one or more of its Affiliates distribute a New Product offered by a Purchaser
Insurer and (ii) an International Parent Distributor may propose to Purchaser that such International Parent
Distributor or one or more of its Affiliates distribute a New Product offered by a Purchaser Insurer.

(b) Subject to Section 3.6(b), if, prior to the seventh anniversary of the date of this Agreement, (i) any Purchaser
Insurer that, as of the date of this Agreement, offers a life insurance or annuity product for distribution in any
Supplemental Country desires to offer such product for distribution through an Affiliate of Parent in such country,
(ii) such Affiliate of Parent distributes a life insurance or annuity product that is substantially the same as such
product through an open architecture distribution platform in such country at the time and has multiple providers
of such product and (iii) the product proposed to be offered by the Purchaser Insurer is Competitive, then such
Purchaser Insurer shall have the right to provide such product to such Affiliate of Parent in such country on a non-
exclusive, Level Playing Field basis for the remainder of such seven-year period. In such event, Parent shall cause
such Affiliate of Parent, and Purchaser shall cause such Purchaser Insurer, to negotiate in good faith and enter
into a written selling agreement that is consistent with industry practice and with the principles set forth in this
Agreement.

(c) At any time during the Term, Purchaser may propose in writing that any Purchaser Insurer offer, in place of
any Product then offered by a Travelers Insurer through an International Parent Distributor (an "Existing
Product") in a Covered Country or a Supplemental Country, a substitute product and if (i) such Purchaser Insurer
has Adequate Financial Strength and (ii) such substitute product is substantially the same as the Existing Product
in the terms, total compensation, consumer pricing, wholesaler coverage, training and support, features and
service standards and metrics (a "Substitute Product"), then Parent shall cause such International Parent
Distributor to distribute such Substitute Product in place of the Existing Product in such country. The Purchaser
Insurer that offers such Substitute Product shall have the same rights under this Agreement with respect to the
Substitute Product as the Travelers Insurer that offered the Existing Product possessed with respect to the
Existing Product. By way of illustration and without limiting the generality of the foregoing, if the Travelers Insurer
was entitled to provide the Existing Product on a non-exclusive, Level Playing Field basis through the
International Parent Distributor, the Purchaser Insurer shall be entitled to provide the Substitute Product on a
non-exclusive, Level Playing Field basis through such International Parent Distributor in place of such Existing
Product. Parent shall cause the applicable International Parent Distributor and Purchaser shall cause the
Purchaser Insurer to enter into an International Selling Agreement with respect to the Substitute Product that is
substantially the same as the International Selling Agreement with respect to the Existing Product. The Purchaser
Insurer providing the Substitute Product shall bear reasonable costs incurred by the applicable International
Parent Distributor in connection with or arising out of the replacement of the Existing Product with the Substitute
Product.

                                                          10


Section 3.6. Acquisitions.
(a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor
any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International
Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action
(including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force),
if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of
its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products
following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict
any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product
or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or
any International Selling Agreement to be the exclusive provider of such Product or New Product to such
International Parent Distributor.

(b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target
Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case,
calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of
doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement)
are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business
pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the
Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each
Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity
product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before
or following such acquisition; provided, that such right shall be subject to any applicable contractual or other
restrictions by which such Target Affiliated Distributor is bound.

Section 3.7. Reinsurance of Products Distributed on Behalf of Third Party Insurers.

(a) During the Term, Parent shall, and shall cause each Reinsured Product Distributor who, on the date of this
Agreement, distributes life insurance or annuity products on behalf of a Third Party Insurer ("Local Incumbent")
where all or part of such business written by such Local Incumbent is reinsured by a Travelers Insurer (a
"Reinsurer") to use its best efforts (x) to require the relevant Local Incumbent (which term shall include, for
purposes of this Section 3.7, any successor or replacement Local Incumbent) to continue to reinsure the Covered
Business to the Reinsurer on terms no less favorable, taken as a whole, to the Reinsurer than the terms on which
such Covered Business is reinsured on the date of this Agreement (net of any payments made or deemed to be
made by the Reinsurer to any Affiliate of Parent in respect of coordination or other services rendered in
connection herewith) and (y) if any such Local Incumbent refuses to continue to reinsure such Covered Business
in accordance with clause (x) (a "Refusing Insurer"), to find a replacement insurance company for such Refusing
Insurer (which replacement insurer shall have comparable financial strength to the Refusing Insurer (if relevant to
the product offered by the Refusing Insurer) and may be any insurance company Affiliate of Purchaser, if one is
available to issue the relevant types of products issued by the

                                                         11


Refusing Insurer in the applicable country so long as such products are substantially the same as the products
issued by the Refusing Insurer) that will agree to write such Covered Business and to reinsure it in accordance
with clause (x) and, once such a replacement is found, to exercise any rights it has to terminate its distribution
arrangement with the Refusing Insurer and to replace the Refusing Insurer with such replacement insurance
company; provided that the Purchaser or Reinsurer shall be responsible for reasonable one time expenses
incurred by the Reinsured Product Distributor solely as a result of such replacement; provided, further, that the
Reinsured Product Distributor will not incur any such expenses without obtaining Purchaser's or Reinsurer's prior
consent (which will not be unreasonably withheld or delayed); and provided, further, that the obligations of the
applicable Reinsured Product Distributor under clauses (x) and (y) above shall be conditioned during the Second
Term on the Reinsurer having Adequate Financial Strength. Parent shall cause each Reinsured Product
Distributor not to change the terms of its relationship with any Local Incumbent that would significantly and
adversely affect the profitability of the Covered Business reinsured by Reinsurer without obtaining the prior
written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Nothing in this
Section 3.7 shall be construed to limit the ability of a Reinsured Product Distributor to terminate a selling
agreement with a relevant Insurer in accordance with its terms; provided that such termination shall not relieve
Parent of its obligations under this Agreement.
(b) Notwithstanding anything in Section 3.7(a) to the contrary, in the event that Parent or a Reinsured Product
Distributor determines that it is advisable or desirable to modify or restructure the reinsurance arrangements
described in Section 3.7(a) in any country with respect to all or any part of the Covered Business, including to
eliminate the reinsurance arrangements and effect the distribution of all or a portion of such Covered Business
directly from a Purchaser Insurer, then, as long as in the reasonable good faith judgment of Purchaser or the
applicable Reinsurer, there shall be no adverse impact on the profitability of the Covered Business as a result of
such modification or restructuring or replacement for the remainder of the Term, Purchaser shall cause the
Reinsurer to reasonably cooperate with such modification or restructuring to the extent necessary and the
Reinsured Product Distributor may take such actions as are necessary or appropriate to effect such modification
or restructuring; provided, that the Reinsured Product Distributor shall be responsible for reasonable one time
expenses incurred by the Reinsurer solely as a result of Parent's or Reinsured Product Distributor's decision to
modify or restructure such arrangements; provided, further, that Reinsurer will not incur any such expenses
without obtaining Parent's or Reinsured Product Distributor's prior consent (which will not be unreasonably
withheld or delayed).

(c) At any time during the Term, Purchaser or a Reinsurer may propose to a Reinsured Product Distributor that
distributes a product included within the Covered Business in any country, and Parent shall cause such Reinsured
Product Distributor to consider in good faith, that, in lieu of the product being issued by the Local Incumbent,
such Reinsured Product Distributor distribute products being issued by a Purchaser Insurer licensed to conduct
business in such country; provided, that nothing contained in this Section 3.7(c) shall create any obligation on the
part of a Reinsured Product Distributor to distribute any product issued by a Purchaser Insurer.

(d) Notwithstanding anything in Section 3.7(a) to the contrary, the parties hereto acknowledge that to the extent
the performance by Citibank Singapore Limited ("CSL")

                                                         12


satisfies its obligations under the letter agreement dated July 1, 2005 (the "CSL Letter Agreement"), between
CSL and Citicorp Life Insurance Limited, Parent shall be in full satisfaction of the obligations of Parent under
Section 3.7(a) with respect to the CS Covered Business (as defined in the CSL Letter Agreement).

(e) For purposes of Section 3.7(a), the Credit Shield Products (as such term is defined in the CSL Letter
Agreement), together with all products distributed by a Reinsured Product Distributor, written by a Third Party
Insurer and reinsured through a Travelers Insurer as of the date of this Agreement, and all products set forth on
Schedule C of the Asia-Pacific Regional Reinsurance Coordination Agreement, dated as of the date of this
Agreement, between Citicorp Life Insurance Limited and Citibank Singapore Limited (the "Asia-Pac RCA"),
shall be deemed to be life insurance and annuity products. The parties will cooperate in good faith to develop a
schedule of such products within 60 days of the date hereof.

(f) The parties acknowledge that, subject to Section 5(c) of the Asia-Pac RCA, any termination pursuant to
Sections 5(a)(ii), (iii), (iv) or (v) of the Asia-Pac RCA shall terminate the obligations of Parent pursuant to
Section 3.7(a) hereof to the same extent that the obligations of the Coordinator (as defined in the Asia-Pac RCA)
thereunder terminate.

Section 3.8. No Obligation. For the avoidance of doubt, nothing in this Agreement or any International Selling
Agreement shall (i) impose upon any Purchaser Insurer any obligation to distribute any Products or New
Products offered by a Purchaser Insurer through the International Parent Distributors,
(ii) impose upon Parent or its Affiliates any obligation to provide to its or their employees any Product or New
Product issued by Purchaser or any Travelers Insurers, (iii) restrict the ability of Purchaser or Parent or any of
their Affiliates from acquiring or disposing of any assets of, or reorganizing or consolidating, any business, subject
to the proviso in Section 3.6(a) or (iv) restrict the ability of any Purchaser Insurer to distribute insurance or
annuity products through Persons other than Affiliates of Parent. Subject to Section 3.6(b), nothing in this
Agreement shall impose upon any Affiliate of Parent that becomes an Affiliate of Parent after the date of this
Agreement any obligation to distribute any Product or New Product on behalf of a Purchaser Insurer. For the
avoidance of doubt, in the event any International Parent Distributor ceases to be an Affiliate of Parent, Parent's
obligations under this Agreement with respect to such International Parent Distributor shall no longer be
applicable.
Section 3.9. Credicard.

(a) In the event Credicard Banco S.A. ("Credicard") (i) is reorganized or restructured on or before December
31, 2008 in such a manner that a surviving entity becomes an Affiliate of Citigroup and (ii) immediately prior to
such reorganization or restructuring, distributes a life insurance or annuity product issued by a Purchaser Insurer in
Brazil (a "Credicard Product"), then Citigroup shall cause such surviving entity to negotiate in good faith with such
Purchaser Insurer and enter into an amendment to the Annex B (the "Brazil Annex") to the Latin America Selling
Agreement, which is an International Selling Agreement hereunder, to include such entity as a Distributor
thereunder and to include such Credicard Product as a "Product" under the Latin America Selling Agreement,
provided that such amendment or the distribution of any such Credicard Product will not conflict with any
agreement or arrangement by which Citigroup, Distributor or Credicard, any surviving entity or any of their
respective

                                                         13


Affiliates or any of their respective assets or properties may be bound (including, without limitation, any
agreements or arrangements among Credicard and any of its shareholders or their affiliates).

(b) For purposes of any amendment to the Brazil Annex to the Latin America Selling Agreement in respect of a
Credicard Product, the determination of (i) whether to classify such Credicard Product as an Exclusive Product,
a Non-Exclusive Product or a Private Label Product, (ii) the scope of access rights as provided in Section 4.1
and (iii) compensation to be paid for sales of such Credicard Product shall, in each case, be determined as of the
date of such amendment and not as of the date of this Agreement.

(c) In furtherance of the foregoing, Citigroup agrees that prior to December 31, 2008, it and its Affiliates shall not
take action to (i) finally terminate the distribution agreements in effect on the date of this Agreement between
Credicard and a Travelers Insurer or (ii) amend any term of such agreements or enter into any new agreement or
arrangement, in either case, in a manner that would significantly and adversely affect distribution arrangements
thereunder in respect of the Credicard Products.

Section 3.10. Corretora. In the event that Citibank Corretora de Seguros S.A., which is the "International Parent
Distributor" in Brazil as of the date of this Agreement, ceases for any reason to distribute Products in Brazil during
the Term, then, to the extent that Banco Citibank S.A., directly or indirectly through another distributor in Brazil
Affiliated with Banco Citibank S.A., is authorized to distribute and distributes any life insurance or annuity
products in Brazil, Parent shall cause Banco Citibank S.A. or such other distributor in Brazil Affiliated with Banco
Citibank S.A., to enter into an International Selling Agreement to distribute the relevant Products in Brazil for the
remainder of the Term in accordance with the terms and subject to the conditions set forth in this Agreement and
the applicable International Selling Agreement.

                                              ARTICLE IV.
                                          ACCESS AND BRANDING

Section 4.1. Access.

(a) To the extent that as of the date of this Agreement, an International Exclusive Parent Distributor permits
wholesalers, Product representatives or bank marketing representatives of the Travelers Insurers to have access
to such International Exclusive Parent Distributor, including its Sales Force, bank branches, sales offices or sales,
education or training meetings that involve the promotion of Products made available by a Travelers Insurer for
distribution by such International Exclusive Parent Distributor in a Covered Country, Parent shall, during the First
Term, cause such International Exclusive Parent Distributor to continue to permit such access on the same terms
and conditions as on the date of this Agreement in a manner consistent with applicable Law and the Parent
Standards and Practices. The applicable Purchaser Insurer providing the Exclusive Products shall continue during
the First Term to maintain wholesaler coverage, training, and sales support to the International Exclusive Parent
Distributor on terms and conditions that are no less favorable than those provided by the applicable Travelers
Insurer to such International Exclusive Parent Distributor on the date of this Agreement.

                                                         14
(b) To the extent that as of the date of this Agreement, an International Parent Distributor (other than an
International Exclusive Parent Distributor) permits wholesalers, Product representatives or bank marketing
representatives of the Travelers Insurers to have access to such International Parent Distributor in a Covered
Country, including its Sales Force, bank branches, sales offices or sales, education or training meetings that
involve the promotion of Products made available by a Travelers Insurer for distribution by such International
Parent Distributor, in a manner consistent with applicable Law and with the Parent Standards and Practices,
Parent shall, until the third anniversary of the date of this Agreement, cause such International Parent Distributor
to provide such access on terms and conditions that are no less favorable than those generally applicable to any
Third Party Insurer.

Section 4.2. Branding; Use of Names; Confidential Information; Approval of Certain Materials.

(a) Unless otherwise provided in an International Selling Agreement and, in all cases in accordance with the terms
and subject to the conditions of the Licensing Agreement, during the Term, Purchaser shall cause all Purchaser
Insurers providing, and Parent shall cause all International Parent Distributors distributing, Products (including
Private Label Products in respect of which any Purchaser Insurer is the provider on the date of this Agreement)
to cause such Products distributed through an International Parent Distributor to be offered and branded utilizing
the Marks that relate to each such Product as of the date of this Agreement; provided that Purchaser and the
Purchaser Insurers shall have been granted adequate rights to use the Marks under the Licensing Agreement; and
provided, further, that the parties hereto agree that any trademark or trade name on such product shall be
appropriately altered to reflect any change to the trademark or trade name of the applicable International Parent
Distributor and, subject to Section 3.2(c), in the case of a Substitute Product, to reflect any change that is
required by Law as a result of the change in the issuer of such Substitute Product. To the extent that a Private
Label Product is distributed by a PLP Distributor on behalf of a Purchaser Insurer after the date of this
Agreement in accordance with Section 3.4, then Parent shall cause such PLP Distributor and Purchaser shall
cause all Purchaser Insurers providing such Private Label Product to cause such Private Label Product to be
offered and branded using such trademarks or trade names as may be applicable to such Private Label Product
by such PLP Distributor, provided that Purchaser and the applicable Purchaser Insurers shall own or shall have
been granted adequate rights to use such trademarks or trade names.

(b) During the Term of this Agreement, the Travelers Insurers and, as applicable, the Purchaser Insurers will have
access to confidential information and other proprietary information ("Confidential Information") of Parent and its
Affiliates. Confidential Information includes, but is not limited to, the names, addresses, telephone numbers and
social security numbers of applicants for, purchasers of and other customers of Products and New Products as
well as other identity and private information in respect of Parent's or its Affiliates' customers, employees,
representatives and agents. Confidential Information shall not include any customer information (i) that was
previously known by a Purchaser Insurer from a source other than any International Parent Distributor without
obligations of confidence; or (ii) that was or is rightfully received by a Purchaser Insurer from a third party without
obligations of confidence to any International Parent Distributor or from publicly available sources without
obligations of confidence to any International Parent Distributor; or (iii) that was or is developed

                                                          15


by means independent of information obtained from any International Parent Distributor. As a condition to such
access, neither Purchaser nor any Purchaser Insurer shall use, copy or disclose such Confidential Information in
any manner (including, without limitation, to sell or cross-sell their products). Confidential Information may be
used to service Products and New Products, including, as appropriate, to accept additional contributions and
premium for and to modify, add, or exchange coverage to any Product or New Product purchased by a policy
owner who purchased from an International Parent Distributor. Purchaser and its Affiliates shall take all
appropriate action to ensure the protection, confidentiality and security of such Confidential Information. The
Purchaser and its Affiliates acknowledge and agree that this Confidential Information is the property of the
International Parent Distributors. The parties also understand that the Purchaser Insurers may respond to inquiries
from holders of Products or New Products concerning other Purchaser Insurer products and services provided
there was no solicitation of such inquiry using Confidential Information. The parties also agree that this Section
4.2(b) shall not apply to individuals with whom Purchaser or the Purchaser Insurers have a pre-existing
relationship other than through an International Parent Distributor.

(c) (i) Any marketing, training or other materials to be made available by any Purchaser Insurer to any
International Parent Distributor's Sales Force or customers in connection with Products and New Products (other
than ordinary course communications to policyholders and contract holders) shall be made available only with the
prior consent (which shall not be unreasonably withheld or delayed) of the applicable International Parent
Distributor; provided that all such materials that are used by the Travelers Insurers in connection with the
distribution of Products through the International Parent Distributors on the date of this Agreement shall not
require any such consent. In the event that the applicable Purchaser Insurer or the applicable International Parent
Distributor determines to discontinue the use of any such materials, the parties shall cooperate with the applicable
Purchaser Insurer to ensure that such use is discontinued by such International Parent Distributor's Sales Force.

(ii) Any marketing, training or other materials prepared by an International Parent Distributor and to be made
available by such International Parent Distributor to its Sales Force or customers that describes any Purchaser
Insurer or any of its Affiliates or any insurance or annuity product offered by any of them may be made available
only with the prior consent (which shall not be unreasonably withheld or delayed) of the applicable Purchaser
Insurer; provided that all such materials that are used by the International Parent Distributors in connection with
the distribution of Products on the date of this Agreement shall not require any such consent. In the event that the
applicable Purchaser Insurer or the applicable International Parent Distributor determines to discontinue the use
of any such materials, the parties shall cooperate with the applicable International Parent Distributor to ensure that
such use is discontinued by its Sales Force.

                                        ARTICLE V.
                        TERM OF THE AGREEMENT; CERTAIN CONDITIONS

Section 5.1. Term. The term of this Agreement (the "Term") will commence on the date of this Agreement and
shall continue until the tenth anniversary of the date of this

                                                         16


Agreement; provided, however, the expiration of this Agreement shall not reduce or curtail the term of any
International Selling Agreement that extends beyond the end of the Term.

Section 5.2. Survival. Upon expiration of this Agreement, the provisions of Article I, Section 4.2(b), this Section
5.2, Article VI and Article VII shall survive without modification.

Section 5.3. Certain Conditions.

(a) Subject to Section 5.3(b), but notwithstanding anything else to the contrary in this Agreement or in any
International Selling Agreement, no International Parent Distributor shall be required to enter into (and may refuse
to enter into) an International Selling Agreement in respect of, or have any obligation to offer (and may
immediately cease to offer), any Product or New Product offered by a Purchaser Insurer, if:

(i) Parent reasonably determines that such Product or New Product offered by a Purchaser Insurer is not
Competitive;

(ii) any change is made or any feature is added to such Product or New Product (or a fund or investment option
therein) without Parent's or the applicable International Parent Distributor's prior written approval, which
approval shall not be unreasonably withheld or delayed;

(iii) such Product or New Product or the offering thereof (including on an exclusive basis) conflicts with:

(x) applicable Law, including any regulatory compliance procedures or restrictions in connection therewith;

(y) any material provision of any existing agreement by which Parent or its Affiliates or any of their respective
assets or properties are bound; provided that this clause (y) shall not apply to any Product offered by a Travelers
Insurer and distributed by an International Parent Distributor pursuant to an arrangement in effect on the date of
this Agreement or any Substitute Products distributed in replacement thereof pursuant to Section 3.5(c), unless
the violation is caused by or relates to (1) any difference between the Substitute Product and the Existing Product
it replaced, or (2) solely the fact of the replacement of the Existing Product with the Substitute Product; or
(z) the Parent Standards and Practices, provided that in the case of the application of this clause (z) during the
First Term to any Exclusive Product following a change in the Parent Standards and Practices, any such change in
the Parent Standards and Practices shall be in accordance with the third sentence of Section 3.2(b);

(iv) such Product is an Exclusive Product and (x) any Purchaser Insurer provides to any Comparable Distributor
a product that is substantially similar to such Exclusive Product and (y) the terms, total compensation, consumer
pricing, wholesaler coverage, training and support, features and service standards and metrics of such

                                                          17


product, taken as a whole, are more favorable than the terms, total compensation, consumer pricing, wholesaler
coverage, training and support, features and service standards and metrics of such Exclusive Product, taken as a
whole; provided, however, that this Section 5.3(a)(iv) shall not apply to any distribution arrangements of any
Purchaser Insurer in effect on the date of this Agreement; or

(v) with respect to any Exclusive Product, a federal, state or local domestic, foreign or supranational
governmental, regulatory or self-regulatory authority, agency, court, tribunal, commission or other governmental,
regulatory or self-regulatory entity, with jurisdiction over the International Exclusive Parent Distributor requests or
mandates that the International Exclusive Parent Distributor cease offering or no longer offer the Exclusive
Product on an exclusive basis; provided, however, in the case of such a request (but not a mandate), the
International Exclusive Parent Distributor shall provide prompt notice of any such request to the Purchaser
Insurer providing the Exclusive Product, and shall consult and cooperate with such Purchaser Insurer in its efforts
to obtain from such regulatory agency an agreement that permits the International Exclusive Parent Distributor to
continue to distribute such Exclusive Product on an exclusive basis. If such an agreement is reached, the
International Exclusive Parent Distributor shall continue to distribute the Exclusive Product on an exclusive basis
in accordance with the terms of Section 3.2. If such an agreement cannot be reached, the International Exclusive
Parent Distributor shall distribute the Exclusive Product on a non-exclusive, Level Playing Field basis, for the
remainder of the Term in accordance with the terms of this Agreement.

(b) Prior to any International Parent Distributor's exercising its right under Section 5.3(a) not to enter into an
International Selling Agreement with respect to any Product or New Product or to cease offering any Product or
New Product, such International Parent Distributor shall provide written notice to Purchaser, containing a
reasonably detailed statement of the grounds for such exercise, and shall afford Purchaser a period of 30 days in
which to cure the deficiency unless the deficiency is not capable of being cured. Such International Parent
Distributor shall consult and cooperate with Purchaser as reasonably requested during such period in identifying
possible cures. If Purchaser is able to propose a cure that is reasonably satisfactory to such International Parent
Distributor before the expiration of such period, such International Parent Distributor shall not be entitled to
exercise its right to refuse to enter into an International Selling Agreement or to cease offering the applicable
Product or New Product, provided that if any cure involves a change in such Product's or New Product's terms
or features that requires filing with or approval (or non-disapproval) by any regulatory authority, such
International Parent Distributor shall, prior to exercising such right, afford Purchaser such further period of time as
may be reasonably necessary to accomplish such filing or obtain such approval or non-disapproval.
Notwithstanding anything to the contrary in this Section 5.3(b), no International Parent Distributor shall be
required to continue to distribute any Product or New Product pending any cure period, if the offering of such
Product or New Product would reasonably be expected to (i) violate applicable Law, including any regulatory
compliance procedures or restriction in connection therewith, (ii) conflict with the Parent Standards and Practices
insofar as they relate to reputational considerations or industry standards in the applicable country or (iii) in the
case of an Exclusive Product under Section 5.3(a)(v) above, conflict with a mandate from a federal, state or local
domestic, foreign or supranational

                                                          18


governmental, regulatory or self-regulatory authority, agency, court, tribunal, commission or other governmental,
regulatory or self-regulatory entity, with jurisdiction over the International Exclusive Parent Distributor that such
International Exclusive Parent Distributor cease offering or no longer offer the Exclusive Product on an exclusive
basis; provided, in the case of this clause
(iii), such International Exclusive Parent Distributor shall distribute the Exclusive Product on a non-exclusive,
Level Playing Field basis, for the remainder of the Term in accordance with the terms of this Agreement.

                                                  ARTICLE VI.
                                               INDEMNIFICATION

Section 6.1. Indemnification of Parent. Purchaser will defend and hold harmless Parent and its Affiliates and their
respective officers, directors, employees and agents (the "Parent Indemnified Parties") from and against any
losses, liabilities, damages (including consequential damages), actions, claims, demands, regulatory investigations,
settlements, judgments and other expenses including, but not limited to, reasonable attorneys fees and expenses
("Losses") which are asserted against, incurred or suffered by any Parent Indemnified Party and which arise from
or are related to Purchaser's breach of any representation or warranty (except to the extent indemnification
therefor is available under the Acquisition Agreement) or any covenant, condition or duty contained in this
Agreement.

Section 6.2. Indemnification of Purchaser. Parent will defend and hold harmless Purchaser and its Affiliates and
their respective officers, directors, employees and agents (the "Purchaser Indemnified Parties") from and against
any Losses which are asserted against, incurred or suffered by any Purchaser Indemnified Party and which arise
from or are related to Parent's breach of any representation or warranty (except to the extent indemnification
therefor is available under the Acquisition Agreement) or any covenant, condition or duty contained in this
Agreement.

Section 6.3. Indemnity Provisions in International Selling Agreements. Each International Selling Agreement shall
provide indemnification for Losses asserted against each of the parties thereto in respect of a failure of the other
party to comply with applicable Law and a breach by such other party of any representation, warranty, covenant,
condition or duty contained in such International Selling Agreement.

Section 6.4. Indemnification Procedures. Upon receipt by a Parent Indemnified Party or a Purchaser Indemnified
Party (each, an "Indemnified Party"), as the case may be, of notice of any action, suit, proceedings, claim,
demand or assessment made or brought by an unaffiliated third party (a "Third Party Claim") with respect to a
matter for which such Indemnified Party is indemnified under this Article VI which has or is expected to give rise
to a claim for Losses, the Indemnified Party shall promptly, in the case of a Purchaser Indemnified Party, notify
Parent and in the case of a Parent Indemnified Party, notify Purchaser (Purchaser or Parent, as the case may be,
the "Indemnifying Party"), in writing, indicating the nature of such Third Party Claim and the basis therefor;
provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party
shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by
reason of such delay or failure. Such written notice shall (i) describe such Third Party Claim in reasonable detail
as is practicable including

                                                           19


the sections of this Agreement, which form the basis for such claim; provided that the failure to identify a
particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such
section as a basis for such claim, (ii) attach copies of all material written evidence thereof and (iii) set forth the
estimated amount of the Losses that have been or may be sustained by an Indemnified Party. The Indemnifying
Party shall have 30 days after receipt of notice to elect, at its option, to assume and control the defense of, at its
own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all
defenses available to the Indemnified Party to the fullest extent permitted by applicable Law. If the Indemnifying
Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the
Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the
Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim;
provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability
with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which
consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be
paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the
Purchaser Indemnified Parties or the Parent Indemnified Parties, as applicable, from all liability with respect
thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party
shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and
the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A)
Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes
representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B)
Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying
Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in
the defense of any Third Party Claim subject to this Article VI and keep such Persons informed of all
developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and
documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's
cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its
own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice
of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party
Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have
hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the
Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third
Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably
withheld or delayed).

Section 6.5. General.

(a) The provisions of this Article VI will survive the expiration of this Agreement.

(b) The rights and remedies provided herein shall be cumulative and in addition to all other rights and remedies
available to the parties at law or equity, and the exercise or beginning of the exercise of any thereof by any party
shall not preclude the simultaneous or

                                                           20


later exercise of any other such rights or remedies by such party.
Notwithstanding the preceding sentence, nothing in this Agreement shall restrict or prevent any party from seeking
indemnification under any applicable provision of the Acquisition Agreement, or any of the other Related
Agreements (as defined in the Acquisition Agreement), provided that no party shall obtain duplicative recoveries.

                                                  ARTICLE VII.
                                                MISCELLANEOUS

Section 7.1. Equitable Remedies. The parties hereto acknowledge that money damages may not be an adequate
remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the
parties may have hereunder or at law or in equity, may, in its sole discretion, apply to a court of competent
jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in
order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable Law,
each party waives any objection to the imposition of such relief.

Section 7.2. Severability. If any provision of this Agreement or the application of any such provision is invalid,
illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable Law, the parties waive any provision of Law that renders any provision of this
Agreement invalid, illegal or unenforceable in any respect. The parties shall, to the extent lawful and practicable,
use their commercially reasonable efforts to enter into arrangements to reinstate the intended benefits, net of the
intended burdens, of any such provision held invalid, illegal or unenforceable.

Section 7.3. Further Assurance and Assistance. Parent and Purchaser agree that each will, and will cause their
respective Affiliates to, execute and deliver any and all documents, and take such further acts, in addition to those
expressly provided for herein, that may be necessary or appropriate to effectuate the provisions of this
Agreement.

Section 7.4. Notices. All notices, demands and other communications required or permitted to be given to any
party under this Agreement shall be in writing and any such notice, demand or other communication shall be
deemed to have been duly given when delivered by hand, courier or overnight delivery service or, if mailed, two
(2) Business Days (as defined in the Acquisition Agreement) after deposit in the mail and sent certified or
registered mail, return receipt requested and with first-class postage prepaid, or in the case of facsimile notice,
when sent and transmission is confirmed, and, regardless of method, addressed to the party at its address or
facsimile number set forth below (or at such other address or facsimile number as the party shall furnish the other
parties in accordance with this Section 7.4):

                                                         21


(a) If to Parent:

Citigroup Inc.
399 Park Avenue
New York, New York 10043 Attn: Andrew M. Felner
Deputy General Counsel Facsimile: (212) 559-7057 e-mail: felnera@citigroup.com

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square
New York, New York 10036-6522 Attn: Eric J. Friedman, Esq.

                                            Facsimile: (212) 735-2000

(b) If to Purchaser:

MetLife, Inc.
2701 Queens Plaza North
Long Island City, New York 11101 Attn: James L. Lipscomb
Executive Vice President and General Counsel Facsimile: (212) 252-7288

With a copy to:

LeBoeuf, Lamb, Greene & MacRae L.L.P.

                                             125 West 55th Street
                                          New York, New York 10019

Attn: Alexander M. Dye, Esq.

                                             Facsimile: 212-424-8500

Section 7.5. Successors and Assigns. Subject to the terms of this Section 7.5, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that the
Parent Indemnified Parties and the Purchaser Indemnified Parties shall be intended third-party beneficiaries of
Article VI. No party hereto may assign its rights or obligations under this Agreement without the prior written
consent of the other party (which consent may not be unreasonably withheld) and any purported assignment
without such consent shall be void.

Section 7.6. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws
of the State of New York applicable to agreements made and to be performed entirely within such State, without
regard to the conflict of laws principles of such State.

                                                         22


Section 7.7. Jurisdiction; Venue; Consent to Service of Process.

(a) Each of the parties hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
United States District Court for the Southern District of New York or, if such court will not accept jurisdiction,
the Supreme Court of the State of New York or any court of competent civil jurisdiction sitting in New York
County, New York. In any action, suit or other proceeding, each of the parties hereto irrevocably and
unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is
not subject to the jurisdiction of the above courts, that such action or suit is brought in an inconvenient forum or
that the venue of such action, suit or other proceeding is improper. Each of the parties hereto also hereby agrees
that any final and unappealable judgment against a party hereto in connection with any action, suit or other
proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in
any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy
of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

(b) Each party irrevocably consents to service of process in the manner provided for the giving of notices
pursuant to Section 7.4 of this Agreement. Nothing in this Section 7.7 shall affect the right of any party hereto to
serve process in any other manner permitted by Law.

Section 7.8. Entire Agreement. This Agreement, together with all schedules hereto, embodies the entire
agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements with
respect thereto. The parties intend that this Agreement shall constitute the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this
Agreement.

Section 7.9. Amendment and Waiver. No amendment to this Agreement shall be effective unless it shall be in
writing and signed by each party. Any failure of a party to comply with any obligation, covenant, agreement or
condition contained in this Agreement may be waived by the party entitled to the benefits thereof only by a
written instrument duly executed and delivered by the party granting such waiver, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure of compliance. In the event that the terms of an
International Selling Agreement shall conflict with the terms of this Agreement, the terms of such International
Selling Agreement shall control for purposes of such International Selling Agreement.

Section 7.10. Access to Records. Parent shall cause the International Parent Distributors to maintain adequate
books and records related to the activities of the International Parent Distributors under the International Selling
Agreements with respect to the Products and New Products distributed thereunder. Upon written request, but no
more frequently than annually, (i) Parent shall certify to Purchaser its material compliance with the terms of
Sections 3.2(b), 3.3 and 3.4(a) of this Agreement during the period covered by such certificate and (ii) Purchaser
shall certify to Parent that no Purchaser Insurer has, during the period covered by such certification, provided to
any Comparable Distributor any product that is substantially similar to

                                                         23


an Exclusive Product provided by a Travelers Insurer on an exclusive basis to an International Exclusive Parent
Distributor under an International Selling Agreement with terms, total compensation, consumer pricing, wholesaler
coverage, training and support, features and service standards and metrics, taken as a whole, that are materially
more favorable to such Comparable Distributor than the terms, total compensation, consumer pricing, wholesaler
coverage, training and support, features and service standards and metrics of such Exclusive Product, taken as a
whole.

Section 7.11. Counterparts. This Agreement may be executed by the parties in multiple counterparts which may
be delivered by facsimile transmission. Each counterpart when so executed and delivered shall be deemed an
original, and all such counterparts taken together shall constitute one and the same instrument.

Section 7.12. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

[Remainder of Page Intentionally Left Blank.]

                                                         24
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective
authorized representatives.

                                                     CITIGROUP INC.

                               By: /s/ Anthony A. Lazzara
                                   ---------------------------------------
                               Name: Anthony A. Lazzara
                               Title: Managing Director
                                      M&A Execution




                                                     METLIFE, INC.

                               By: /s/ William J. Wheeler
                                   ---------------------------------------
                               Name: William J. Wheeler
                               Title: Executive Vice President and
                                      Chief Financial Officer




           [SIGNATURE PAGE TO INTERNATIONAL DISTRIBUTION AGREEMENT]



                                                     SCHEDULE 3.2(a)



                                                                                                                                                                                  Exhibit 12.1 

MetLife, Inc.

                                     Ratio of Earnings to Fixed Charges
                                                                                                                                                                                                      
                                                                                                Years Ended December 31,                                                                              
                                                            2010                            2009         2008            2007                                                             2006        
Income (loss) from continuing operations 
   before provision for income tax                     $ 3,958                         $(4,334)                       $ 5,059                      $ 5,778                           $ 3,941 
Undistributed income and losses from
 
   investees
     
                                               
                                                  
                                                          (424)                     
                                                                                          1,473                    
                                                                                                                         784                    
                                                                                                                                                      (596)                    
                                                                                                                                                                                        (169)             




Adjusted earnings before fixed charges (1)
     
                                               
                                                  
                                                       $ 3,534                      
                                                                                       $(2,861)                    
                                                                                                                      $ 5,843   
                                                                                                                                                
                                                                                                                                                   $ 5,182                     
                                                                                                                                                                                     $ 3,772              




Add: fixed charges                                                                                                                                                                           
Interest and debt issue costs (2)                         1,565                           1,083                          1,157                        1,117                             900 
Estimated interest component of rent
   expense                                                     50                              74                           46                             71                                80 
Interest credited to bank deposits                            137                             163                          166                            199                               194 
Interest credited to policyholder account
 
   balances
     
                                               
                                                  
                                                          4,925                     
                                                                                          4,849                    
                                                                                                                         4,788   
                                                                                                                                                
                                                                                                                                                      5,461                    
                                                                                                                                                                                        4,899             




Total fixed charges
     
                                               
                                                  
                                                       $ 6,677                      
                                                                                       $ 6,169                     
                                                                                                                      $ 6,157   
                                                                                                                                                
                                                                                                                                                   $ 6,848                     
                                                                                                                                                                                     $ 6,073              




Preferred stock dividends
     
                                               
                                                  
                                                          174                       
                                                                                          228                      
                                                                                                                         181                    
                                                                                                                                                      193                      
                                                                                                                                                                                        182               




Total fixed charges plus preferred stock
 
   dividends
     
                                               
                                                  
                                                       $ 6,851                      
                                                                                       $ 6,397                     
                                                                                                                      $ 6,338                   
                                                                                                                                                   $ 7,041                     
                                                                                                                                                                                     $ 6,255              
                                                                                                                                                                                                  




Total earnings and fixed charges
     
                                               
                                                  
                                                       $10,211                      
                                                                                       $ 3,308                     
                                                                                                                      $12,000                   
                                                                                                                                                   $12,030                     
                                                                                                                                                                                     $ 9,845              
                                                                                                                                                                                                  




Ratio of earnings to fixed charges (1)
     
                                               
                                                  
                                                             1.53                   
                                                                                               —                   
                                                                                                                           1.95                 
                                                                                                                                                          1.76                 
                                                                                                                                                                                            1.62          
                                                                                                                                                                                                  




Total earnings including fixed charges and
 
  preferred stock dividends
     
                                               
                                                  
                                                       $10,385                      
                                                                                       $ 3,536                     
                                                                                                                      $12,181                   
                                                                                                                                                   $12,223                     
                                                                                                                                                                                     $10,027              
                                                                                                                                                                                                  




Ratio of earnings to fixed charges and
 
  preferred stock dividends (1)
     
                                               
                                                  
                                                             1.52                   
                                                                                               —                   
                                                                                                                           1.92                 
                                                                                                                                                          1.74                 
                                                                                                                                                                                            1.60          
                                                                                                                                                                                                  
  



(1)   Earnings were insufficient to cover fixed charges at a 1:1 ratio by $2,861 million for the year ended 
      December 31, 2009, primarily due to increased net investment losses on freestanding derivatives, partially 
      offset by gains on embedded derivatives.
  


(2)   Interest costs include $411 million related to consolidated securitization entities for the year ended 
      December 31, 2010. Excluding these costs would result in a ratio of earnings to fixed charges and ratio of 
      earnings to fixed charges including preferred stock dividends of 1.56 and 1.55, respectively.

                                                         1
                                                                                                      Exhibit 21.1 

                                               METLIFE, INC.
                                            As of December 31, 2010 
Wholly-Owned Active Subsidiaries 1
   1.   23 RD STREET INVESTMENTS, INC. (DE)
  

   2.   334 MADISON EURO INVESTMENTS, INC. (DE)
  

   3.   500 GRANT STREET ASSOCIATES LIMITED PARTNERSHIP (CT)
  

   4.   500 GRANT STREET GP LLC (DE)
  

   5.   85 BROAD STREET LLC (DE)
  

   6.   85 BROAD STREET MEZZANINE LLC (DE)
  

   7.   A.I.G. LIMITED (NIGERIA)
  

   8.   AGENVITA S.R.L. (ITALY)
  

   9.   AHICO FIRST AMERICAN HUNGARIAN INSURANCE COMPANY (ELSO AMERIKAI-
        MAGYAR BIZTOSITO) ZRT. (HUNGARY)
  

   10.  ALGICO PROPERTIES, LTD. (T&T)
  

   11.  ALICO AKCIONARSKA DRUSTVOZA za ZIVOTNO OSIGURANJE (SERBIA)
  

   12.  ALICO ASIGURARI ROMANIA S.A. (ROMANIA)
  

   13.  ALICO ASSET MANAGEMENT CORP. (JAPAN)
  

   14.  ALICO COMPANIA de SEGUROS de RETIRO, S.A. (ARGENTINA)
  

   15.  ALICO COMPANIA de SEGUROS de VIDA, S.A. (URUGUAY)
  

   16.  ALICO COMPANIA de SEGUROS, S.A. (ARGENTINA)
  

   17.  ALICO COSTA RICA S.A. (COSTA RICA)
  

   18.  ALICO EUROPEAN HOLDINGS LIMITED (IRELAND)
  

   19.  ALICO FUNDS CENTRAL EUROPE SPRAV. SPOL., A.S. (SLOVAKIA)
  

   20.  ALICO GESTORA de FONDOS y PLANOS de PENSIONES S.A. (SPAIN)
  

   21.  ALICO HELLAS SINGLE MEMBER LIMITED LIABILITY COMPANY (GREECE)
  

   22.  ALICO ISLE OF AMN LIMITED (ISLE OF MAN)
  

   23.  ALICO ITALIA S.P.A.
  

   24.  ALICO LIFE INTERNATIONAL LIMITED (IRELAND)
  

   25.  ALICO LIMITED(NIGERIA)
  

   26.  ALICO MANAGEMENT SERVICES LIMITED (UK)
  

   27.  ALICO MEXICO COMPANIA de SEGUROS, S.A. de C.V. (MEXICO)
  

   28.  ALICO NAGASAKI OPERATION YUGEN KAISHA (JAPAN)
  
   29.  ALICO OPERATIONS, INC. (US)
  

   30.  ALICO S.A. (FRANCE)
  

   31.  ALICO SERVICES CENTRAL EUROPE S.R.O. (SLOVAKIA)
  

   32.  ALICO SERVICES, INC. (PANAMA)
  

   33.  ALICO SOCIETATE de ADMINISTRARE a UNUI FOND de PENSII ADMINISTRAT PRIVAT
        S.A.
  

   34.  ALICO SOLUTIONS S.A.S. (FRANCE)
  

   35.  ALICO TRUSTEES LTD. (UK)
  

   36.  ALICO ZHIVOTOZASTRAHOVAT elno DRUZESTVO EAD (BULGARIA)
  

   37.  ALPHA PROPERTIES, INC. (US)
  

   38.  ALTERNATIVE FUEL I, LLC (DE)
  

   39.  AMCICO POJISTOVNA A.S. (CZECH REPUBLIC)
  

   40.  AMERICAN LIFE HAYAT SIGORTA A.S. (TURKEY)
  

   41.  AMERICAN LIFE INSURANCE COMPANY (US)
  


1      Does not include real estate joint ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is
       an investment partner.

                                                              
  

   42.  AMERICAN LIFE INSURANCE COMPANY LTD. (PAKISTAN)
  

   43.  AMERICAN LIFE LIMITED (NIGERIA)
  

   44.  AMPLICO LIFE-FIRST AMERICAN POLISH LIFE INSURANCE & REINSURANCE
        COMPANY, S.A. (POLAND)
  

   45.  AMPLICO POWSZECHNE TOWARTZYSTWO (POLAND)
  

   46.  AMPLICO SERVICES SP Z.O.O. (POLAND)
  

   47.  AMPLICO TOWARTZYSTWO FUNDUSZKY INWESTYCYJNYCH S.A. (POLAND)
  

   48.  AMSLICO POIST’OVNA ALICO A.S. (SLOVAKIA)
  

   49.  BEST MARKET S.A. (ARGENTINA)
  

   50.  BETA PROPERTIES, INC. (US)
  

   51.  BOND TRUST ACCOUNT A (MA)
  

   52.  BORDERLAND INVESTMENT LIMITED (US)
  

   53.  CITYPOINT HOLDINGS II LIMITED (UK)
  

   54.  CML COLUMBIA PARK FUND I LLC (DE)
  

   55.  COMMUNICATION ONE KABUSHIKI KAISHA (JAPAN)
  

   56.  COMPANIA PREVISIONAL METLIFE S.A. (BRAZIL)
  

   57.  CONVENT STATION EURO INVESTMENTS FOUR COMPANY (UK)
  

   58.  CORPORATE REAL ESTATE HOLDINGS, LLC (DE)
  

   59.  CORRIGAN TLP LLC (DE)
  

   60.  COVA LIFE MANAGEMENT COMPANY (DE)
  

   61.  CRB CO., INC. (MA)
  

   62.  DELAWARE AMERICAN LIFE INSURANCE COMPANY (US)
  

   63.  DELTA PROPERTIES JAPAN, INC. (US)
  

   64.  ECONOMY FIRE & CASUALTY COMPANY (IL)
  

   65.  ECONOMY PREFERRED INSURANCE COMPANY (IL)
  

   66.  ECONOMY PREMIER ASSURANCE COMPANY (IL)
  

   67.  ENTERPRISE GENERAL INSURANCE AGENCY, INC. (DE)
  

   68.  ENTRECAP REAL ESTATE II LLC (DE)
  

   69.  EPSILON PROPERTIES JAPAN, INC. (US)
  

   70.  EURO CL INVESTMENTS, LLC (DE)
  

   71.  EURO TI INVESTMENTS LLC (DE)
  

   72.  EURO TL INVESTMENTS LLC (DE)
  

   73.  EXETER REASSURANCE COMPANY, LTD. (BERMUDA)
  

   74.  FEDERAL FLOOD CERTIFICATION CORP (TX)
  

   75.  FINANCIAL LEARNING KABUSHIKI KAISHA (JAPAN)
  

   76.  FIRST HUNGARIAN-AMERICAN INSURANCE AGENCY LIMITED (HUNGARY)
  

   77.  FIRST METLIFE INVESTORS INSURANCE COMPANY (NY)
  

   78.  FUNDACION METLIFE MEXICO, A.C. (MEXICO)
  
   79.  GBN,LLC (US)
  

   80.  GENAMERICA CAPITAL I (DE)
  

   81.  GENAMERICA FINANCIAL, LLC (DE)
  

   82.  GENERAL AMERICAN LIFE INSURANCE COMPANY (MO)
  

   83.  GLOBAL PROPERTIES, INC. (US)
  

   84.  GREATER SANDHILL I, LLC (DE)
  

   85.  GREENWICH STREET CAPITAL OFFSHORE FUND, LTD (VIRGIN ISLANDS)
  

   86.  GREENWICH STREET INVESTMENTS, L.L.C. (DE)
  

   87.  GREENWICH STREET INVESTMENTS, L.P. (DE)
  

   88.  HEADLAND PROPERTIES ASSOCIATES (CA)
  

   89.  HEADLAND-PACIFIC PALISADES, LLC (CA)
  

   90.  HESTIS S.A. (FRANCE)
  

   91.  HOUSING FUND MANAGER, LLC (DE)
  

   92.  HPZ ASSETS LLC (DE)
  

   93.  HYATT LEGAL PLANS OF FLORIDA, INC. (FL)
  

   94.  HYATT LEGAL PLANS, INC. (DE)
  

   95.  INTERNATIONAL INVESTMENT HOLDING COMPANY LIMITED (RUSSIA)
  

   96.  INTERNATIONAL SERVICES INCORPORATED (US)

                                             
  

   97.  INTERNATIONAL TECHNICAL AND ADVISORY SERVICES LIMITED (US)
  

   98.  INVERSIONES INTERAMERICANA S.A. (CHILE)
  

   99.  INVERSIONES METLIFE HOLDCO DOS LIMITADA (Chile)
  

   100. IRIS PROPERTIES, INC. (US)
  

   101. KAPPA PROPERTIES JAPAN, INC. (US)
  

   102. KRISMAN, INC. (MO)
  

   103. LA INTERAMERICANA COMPANIA de SEGUROS de VIDA S.A. (CHILE)
  

   104. LEGAGROUP S.A.
  

   105. LEGAL CHILE S.A.
  

   106. MET AFJP S.A. (ARGENTINA)
  

   107. MET P&C MANAGING GENERAL AGENCY, INC. (TX)
  

   108. MET1 SIEFORE, S.A. de C.V. (MEXICO)
  

   109. MET2 SIEFORE, S.A. de C.V. (MEXICO)
  

   110. MET3 SIEFORE BASICA, S.A. de C.V. (MEXICO)
  

   111. MET4 SIEFORE, S.A. de C.V. (MEXICO)
  

   112. MET5 SIEFORE, S.A. de C.V. (MEXICO)
  

   113. META SIEFORE ADICIONAL, S.A. de C.V. (MEXICO)
  

   114. METLIFE ADMINISTRADORA DE FUNDOS MULTIPATROCINADOS LTDA. (BRAZIL)
  

   115. METLIFE ADVISERS, LLC (MA)
  

   116. METLIFE AFFILIATED INSURANCE AGENCY LLC (DE)
  

   117. METLIFE AFORE, S.A. DE C.V. (MEXICO)
  

   118. METLIFE ASSOCIATES LLC (DE)
  

   119. METLIFE ASSURANCE LIMITED (UK)
  

   120. METLIFE AUTO & HOME INSURANCE AGENCY, INC. (RI)
  

   121. METLIFE BANK, NATIONAL ASSOCIATION (USA)
  

   122. METLIFE CANADA/ METVIE CANADA (CANADA)
  

   123. METLIFE CANADIAN PROPERTY VENTURES LLC (NY)
  

   124. METLIFE CAPITAL CREDIT L.P. (DE)
  

   125. METLIFE CAPITAL TRUST IV (DE)
  

   126. METLIFE CAPITAL TRUST X (DE)
  

   127. METLIFE CAPITAL, LIMITED PARTNERSHIP (DE)
  

   128. METLIFE CHILE ADMINISTRADORA DE MUTUOS HIPOTECARIOS S.A. (CHILE)
  

   129. METLIFE CHILE INVERSIONES LIMITADA (CHILE)
  

   130. METLIFE CHILE SEGUROS DE VIDA S.A. (CHILE)
  

   131. METLIFE CREDIT CORP. (DE)
  

   132. METLIFE DIRECT CO.,LTD. (JAPAN)
  

   133. METLIFE EUROPE LIMITED (IRELAND)
  

   134. METLIFE EUROPE R LIMITED (IRELAND)
  

   135. METLIFE EUROPE SERVICES LIMITED (IRELAND)
  

   136. METLIFE EUROPEAN HOLDINGS, LLC. (DE)
  

   137. METLIFE EXCHANGE TRUST I (DE)
  

   138. METLIFE FUNDING, INC. (DE)
  

   139. METLIFE GENERAL INSURANCE AGENCY OF MASSACHUSETTS, INC. (MA)
  

   140. METLIFE GENERAL INSURANCE AGENCY OF TEXAS, INC. (TX)
  

   141. METLIFE GENERAL INSURANCE LIMITED (AUSTRALIA)
  

   142. METLIFE GLOBAL HOLDINGS CORPORATION (MEXICO)
  

   143. METLIFE GLOBAL OPERATIONS SUPPORT CENTER PRIVATE LIMITED(INDIA)
  

   144. METLIFE GLOBAL, INC. (DE)
  

   145. METLIFE GREENSTONE SOUTHEAST VENTURES, LLC (DE)
  

   146. METLIFE GROUP, INC. (NY)
  

   147. METLIFE HOLDINGS, INC. (DE)
  

   148. METLIFE INSURANCE AND INVESTMENT TRUST (AUSTRALIA)
  

   149. METLIFE INSURANCE COMPANY OF CONNECTICUT (CT)
  

   150. METLIFE INSURANCE LIMITED (AUSTRALIA)

                                           
  

   151. METLIFE INSURANCE LIMITED (UNITED KINGDOM)
  

   152. METLIFE INSURANCE S.A./NV (BELGIUM)
  

   153. METLIFE INTERNATIONAL HOLDINGS, INC. (DE)
  

   154. METLIFE INTERNATIONAL LIMITED, LLC (DE)
  

   155. METLIFE INVESTMENT ADVISORS COMPANY, LLC (DE)
  

   156. METLIFE INVESTMENT FUNDS SERVICES LLC (NJ)
  

   157. METLIFE INVESTMENTS ASIA LIMITED (HONG KONG)
  

   158. METLIFE INVESTMENTS LIMITED (UNITED KINGDOM)
  

   159. METLIFE INVESTMENTS PTY LIMITED (AUSTRALIA)
  

   160. METLIFE INVESTORS DISTRIBUTION COMPANY (MO)
  

   161. METLIFE INVESTORS GROUP, INC. (DE)
  

   162. METLIFE INVESTORS INSURANCE COMPANY (MO)
  

   163. METLIFE INVESTORS USA INSURANCE COMPANY (DE)
  

   164. METLIFE IRELAND HOLDINGS ONE LIMITED (IRELAND)
  

   165. METLIFE IRELAND TREASURY LIMITED (IRELAND)
  

   166. METLIFE LATIN AMERICA ASESORIAS E INVERSIONES LIMITADA (CHILE)
  

   167. METLIFE LIMITED (HONG KONG)
  

   168. METLIFE LIMITED (UNITED KINGDOM)
  

   169. METLIFE MEXICO CARES, S.A. DE C.V. (MEXICO)
  

   170. METLIFE MEXICO S.A. (MEXICO)
  

   171. METLIFE MEXICO SERVICIOS, S.A. DE C.V. (MEXICO)
  

   172. METLIFE NC LIMITED (IRELAND)
  

   173. METLIFE PENSIONES MEXICO S.A. (MEXICO)
  

   174. METLIFE PENSIONS TRUSTEES LIMITED (UK)
  

   175. METLIFE PLANOS ODONTOLOGICOS LTDA. (BRAZIL)
  

   176. METLIFE PRIVATE EQUITY HOLDINGS, LLC (DE)
  

   177. METLIFE PROPERTIES VENTURES, LLC (DE)
  

   178. METLIFE PROPERTY VENTURES CANADA ULC (CANADA)
  

   179. METLIFE REAL ESTATE CAYMAN COMPANY (CAYMAN ISLANDS)
  

   180. METLIFE REINSURANCE COMPANY OF CHARLESTON (SC)
  

   181. METLIFE REINSURANCE COMPANY OF SOUTH CAROLINA (SC)
  

   182. METLIFE REINSURANCE COMPANY OF VERMONT (VT)
  

   183. METLIFE RENEWABLES HOLDING, LLC (DE)
  

   184. METLIFE RETIREMENT SERVICES LLC (NJ)
  

   185. METLIFE SAENGMYOUNG INSURANCE COMPANY LTD. (SOUTH KOREA) - (also known as
        MetLife Insurance Company of Korea Limited)
  

   186. METLIFE SECURITIES, INC. (DE)
  

   187. METLIFE SEGUROS DE RETIRO S.A. (ARGENTINA)
  
   188. METLIFE SEGUROS DE VIDA S.A. (ARGENTINA)
  

   189. METLIFE SERVICES (SINGAPORE) PTE LIMITED (SINGAPORE)
  

   190. METLIFE SERVICES AND SOLUTIONS, LLC (DE)
  

   191. METLIFE SERVICES EAST PRIVATE LIMITED (INDIA)
  

   192. METLIFE SERVICES LIMITED (UNITED KINGDOM)
  

   193. METLIFE SOLUTIONS PTE. LTD. (SINGAPORE)
  

   194. METLIFE STANDBY I, LLC (DE)
  

   195. METLIFE TAIWAN INSURANCE COMPANY LIMITED (TAIWAN)
  

   196. METLIFE TOWARZYSTWO UBEZPIECZEN NA ZYCIE SPOLKA AKCYJNA (POLAND)
  

   197. METLIFE TOWER RESOURCES GROUP, INC. (DE)
  

   198. METLIFE WORLDWIDE HOLDINGS, INC. (DE)
  

   199. METPARK FUNDING, INC. (DE)
  

   200. METROPOLITAN CASUALTY INSURANCE COMPANY (RI)
  

   201. METROPOLITAN CONNECTICUT PROPERTIES VENTURES, LLC (DE)
  

   202. METROPOLITAN DIRECT PROPERTY AND CASUALTY INSURANCE COMPANY (RI)

                                            
  

   203. METROPOLITAN GENERAL INSURANCE COMPANY (RI)
  

   204. METROPOLITAN GLOBAL MANAGEMENT, LLC. (DE)
  

   205. METROPOLITAN GROUP PROPERTY AND CASUALTY INSURANCE COMPANY (RI)
  

   206. METROPOLITAN LIFE INSURANCE COMPANY (NY)
  

   207. METROPOLITAN LIFE INSURANCE COMPANY OF HONG KONG LIMITED (HONG
        KONG)
  

   208. METROPOLITAN LIFE SEGUROS DE VIDA S.A. (URUGUAY)
  

   209. METROPOLITAN LIFE SEGUROS E PREVIDÊNCIA PRIVADA S.A. (BRAZIL) 
  

   210. METROPOLITAN LLOYDS, INC. (TX)
  

   211. METROPOLITAN MARINE WAY INVESTMENTS LIMITED (CANADA)
  

   212. METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY (RI)
  

   213. METROPOLITAN REINSURANCE COMPANY (U.K.) LIMITED (UNITED KINGDOM)
  

   214. METROPOLITAN TOWER LIFE INSURANCE COMPANY (DE)
  

   215. METROPOLITAN TOWER REALTY COMPANY, INC. (DE)
  

   216. MEX DF PROPERTIES, LLC (DE)
  

   217. MIDTOWN HEIGHTS, LLC (DE)
  

   218. MISSOURI REINSURANCE (BARBADOS), INC. (BARBADOS)
  

   219. ML CAPACITACION COMERCIAL S.A. DE C.V. (MEXICO)
  

   220. ML/VCC UT WEST JORDAN, LLC (DE)
  

   221. MLA COMERCIAL, S.A. DE C.V. (MEXICO)
  

   222. MLA SERVICIOS, S.A. DE C.V. (MEXICO)
  

   223. MLGP LAKESIDE, LLC (DE)
  

   224. MLIC ASSET HOLDINGS II LLC (DE)
  

   225. MLIC ASSET HOLDINGS LLC (DE)
  

   226. MSV IRVINE PROPERTY, LLC (DE)
  

   227. MTC FUND I, LLC (DE)
  

   228. MTC FUND II, LLC (DE)
  

   229. MTC FUND III, LLC (DE)
  

   230. MTL LEASING, LLC (DE)
  

   231. NATILOPORTEM HOLDINGS, INC. (DE)
  

   232. NEW ENGLAND LIFE INSURANCE COMPANY (MA)
  

   233. NEW ENGLAND SECURITIES CORPORATION (MA)
  

   234. NEWBURY INSURANCE COMPANY, LIMITED (BERMUDA)
  

   235. ONE FINANCIAL PLACE CORPORATION (DE)
  

   236. ONE MADISON INVESTMENTS (CAYCO) LIMITED (CAYMAN ISLANDS) 
  

   237. PANTHER VALLEY, INC. (NJ)
  

   238. PARA-MET PLAZA ASSOCIATES (FL)
  

   239. PARK TWENTY THREE INVESTMENTS COMPANY (UNITED KINGDOM)
  
   240. PARTNERS TOWER, L.P. (DE)
  

   241. PILGRIM ALTERNATIVE INVESTMENTS OPPORTUNITY FUND I, LLC (DE)
  

   242. PJSC ALICO UKRAINE (UKRAINE)
  

   243. PLAZA DRIVE PROPERTIES LLC (DE)
  

   244. PLAZA LLC (CT)
  

   245. PREFCO DIX-HUIT LLC (CT)
  

   246. PREFCO FOURTEEN LIMITED PARTNERSHIP (CT)
  

   247. PREFCO IX REALTY LLC (CT)
  

   248. PREFCO TEN LIMITED PARTNERSHIP (CT)
  

   249. PREFCO TWENTY LIMITED PARTNERSHIP (CT)
  

   250. PREFCO VINGT LLC (CT)
  

   251. PREFCO X HOLDINGS LLC (CT)
  

   252. PREFCO XIV HOLDINGS LLC (CT)
  

   253. SAFEGUARD DENTAL SERVICES, INC. (DE)
  

   254. SAFEGUARD HEALTH PLANS, INC. (CA)

                                              
  

   255. SAFEGUARD HEALTH PLANS, INC. (FL)
  

   256. SAFEGUARD HEALTH PLANS, INC. (NV)
  

   257. SAFEGUARD HEALTH PLANS, INC. (TX)
  

   258. SAFEGUARD HEATLH ENTERPRISES, INC. (DE)
  

   259. SAFEHEALTH LIFE INSURANCE COMPANY (CA)
  

   260. SERVICIOS ADMINISTRATIVOS GEN, S.A. DE C.V. (MEXICO)
  

   261. SPECIAL MULTI-ASSET RECEIVABLES TRUST (DELAWARE)
  

   262. ST. JAMES FLEET INVESTMENTS TWO LIMITED (CAYMAN ISLANDS)
  

   263. TEN PARK SPC (CAYMAN ISLANDS)
  

   264. TH TOWER LEASING, LLC (DE)
  

   265. TH TOWER NGP, LLC (DE)
  

   266. THE BUILDING AT 575 FIFTH AVENUE MEZZANINE LLC (DE)
  

   267. THE BUILDING AT 575 FIFTH LLC (DE)
  

   268. THE DIRECT CALL CENTRE PTY LIMITED (AUSTRALIA)
  

   269. THE PROSPECT COMPANY (DE)
  

   270. THORNGATE, LLC (DE)
  

   271. TIC EUROPEAN REAL ESTATE LP, LLC (DE)
  

   272. TLA HOLDINGS II LLC (DE)
  

   273. TLA HOLDINGS III LLC (DE)
  

   274. TLA HOLDINGS LLC (DE)
  

   275. TOWER SQUARE SECURITIES, INC. (CT)
  

   276. TRAL & CO. (CT)
  

   277. TRANSMOUNTAIN LAND & LIVESTOCK COMPANY (MT)
  

   278. TRAVELERS INTERNATIONAL INVESTMENTS LTD. (CAYMAN ISLANDS)
  

   279. WALNUT STREET SECURITIES, INC. (MO)
  

   280. WHITE OAK ROYALTY COMPANY (OK)
  

   281. ZAO ALICO INSURANCE COMPANY (RUSSIA)
  

   282. ZAO MASTER D (RUSSIA)
  

   283. ZEUS ADMINISTRATION SERVICES LIMITED (UK)

                                               
  



                                                  METLIFE, INC.
                                              As of December 31, 2010 
Companies of which MetLife, Inc. directly or indirectly has actual ownership (for its own account) of 10%
through 99% of the total outstanding voting stock 2
   1.   ADMINISTRADORA de FONDOS PARA la VIVIENDA INTERCAJAS (CHILE) 40%
  

   2.   ALICO AIG EUROPE, A.I.E. (SPAIN) 50%
  

   3.   ALICO COLOMBIA SEGUROS de VIDA S.A. (COLUMBIA) 94.989811%
  

   4.   ALICO DIRECT (FRANCE) 50% 
  

   5.   ALICO MUTUAL FUND MANAGEMENT COMPANY (GREECE) 90%
  

   6.   ALICO PROPERTIES, INC. (US) 51%
  

   7.   AMERICAN LIFE AND GENERAL INSURANCE COMPANY(TRINIDAD AND TOBAGO) LTD.
        (T&T) 80.92373%
  

   8.   AMERICAN LIFE INSURANCE COMPANY LTD. (PAKISTAN) 66.47%
  

   9.   HELLENIC ALICO LIFE INSURANCE COMPANY LTD. (CYPRUS) 27.5%
  

   10.  HESTIS COURTAGE SARL (FRANCE) 66.06%
  

   11.  HESTIS S.A. (FRANCE) 66.06%
  

   12.  INVERSIONES 601 C.A. (VENEZUELA) 30%
  

   13.  INVERSIONES INVERSEGVEN C.A. (VENEZUELA) 50%
  

   14.  METLIFE INDIA INSURANCE COMPANY LIMITED (26%) (INDIA)
  

   15.  METROPOLITAN LLOYDS INSURANCE COMPANY OF TEXAS 3 (TX)
  

   16.  PHARAONIC AMERICAN LIFE INSURANCE COMPANY (EGYPT) 84.125%
  

   17.  PILGRIM ALTERNATIVE INVESTMENTS OPPORTUNITY FUND III ASSOCIATES, LLC
        (67%) (CT)
  

   18.  SEGUROS VENEZUELA C.A. (VENEZUELA) 92.797%
  

   19.  SERVICIOS SEGVECA C.A. (VENEZUELA) 50%
  

   20.  UBB-ALICO ZHIVOTOZASTRAHOVATELNO DRUZESTVO AD (BULGARIA) 40%
  

   21.  SINDICATO EL TRIGAL C.A. (VENEZUELA)
  


2      Does not include real estate joint ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is
       an investment partner.
  

3      Affiliate

                                                              

                                                                                                         Exhibit 23.1 

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-170876, 333-170876-01,
333-170876-02, 333-170876-03, 333-170876-04 and 333-170876-05 on Form S-3 and 333-170879, 333-
162927, 333-162926, 333-148024, 333-139384, 333-139383, 333-139382, 333-139380, 333-121344,
333-121343, 333-121342, 333-102306, 333-101291, 333-59134 and 333-37108 on Form S-8 of our report
on the consolidated financial statements and financial statement schedules of MetLife, Inc., and subsidiaries (the
“Company”) dated February 24, 2011 (which expresses an unqualified opinion and includes an explanatory 
paragraph regarding changes in the Company’s method of accounting for the recognition and presentation of
other-than-temporary impairment losses for certain investments as required by accounting guidance adopted on
April 1, 2009 and its method of accounting for certain assets and liabilities to a fair value measurement approach 
as required by accounting guidance adopted on January 1, 2008) and our report on the effectiveness of the 
Company’s internal control over financial reporting dated February 24, 2011, appearing in this Annual Report on 
Form 10-K of the Company for the year ended December 31, 2010. 
                                           
/s/ Deloitte & Touche LLP
     




New York, New York                                                                                                  
February 24, 2011                                                                                                   

                                                                                                           Exhibit 31.1 

                                                 CERTIFICATIONS
     I, C. Robert Henrikson, certify that: 
     1. I have reviewed this annual report on Form 10-K of MetLife, Inc.;
     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to 
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
     3. Based on my knowledge, the financial statements, and other financial information included in this report, 
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
   a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
        be designed under our supervision, to ensure that material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those entities, particularly during the
        period in which this report is being prepared;
  

   b)   Designed such internal control over financial reporting, or caused such internal control over financial
        reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
        financial reporting and the preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles;
  

   c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
        report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
        the period covered by this report based on such evaluation; and
  

   d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
        during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
        annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
        internal control over financial reporting; and
     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):

                                                              
  

   a)   All significant deficiencies and material weaknesses in the design or operation of internal control over
        financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
        summarize and report financial information; and
  

   b)   Any fraud, whether or not material, that involves management or other employees who have a significant
        role in the registrant’s internal control over financial reporting.
Date: February 24, 2011
                                                                                                                            
                                                          Exhibit 31.2             /s/ C. Robert Henrikson
                                                                                                     




                                                                                     C. Robert Henrikson
                         CERTIFICATIONS                                            Chairman, President and
     I, William J. Wheeler, certify that:                                          Chief Executive Officer

     1. I have reviewed this annual report on Form 10-K of MetLife,
Inc.;                                                                                         
     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to 
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
     3. Based on my knowledge, the financial statements, and other financial information included in this report, 
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
   a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
        be designed under our supervision, to ensure that material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those entities, particularly during the
        period in which this report is being prepared;
  

   b)   Designed such internal control over financial reporting, or caused such internal control over financial
        reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
        financial reporting and the preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles;
  

   c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
        report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
        the period covered by this report based on such evaluation; and
  

   d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
        during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
        annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
        internal control over financial reporting; and
     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):

                                                              
  

   a)   All significant deficiencies and material weaknesses in the design or operation of internal control over
        financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
        summarize and report financial information; and
  

   b)   Any fraud, whether or not material, that involves management or other employees who have a significant
        role in the registrant’s internal control over financial reporting.
Date: February 24, 2011
                                                                                                                         
                                                                                   /s/ William J. Wheeler
                                                                                     William J. Wheeler
                                                                                Executive Vice President and
                                                                                   Chief Financial Officer

                                                             

                                                                                                          Exhibit 32.1 

                                         SECTION 906 CERTIFICATION

     CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED
                                    STATES CODE
     I, C. Robert Henrikson, certify that (i) MetLife, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2010 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, and (ii) the information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of MetLife, Inc.
Date: February 24, 2011
                                                                                                                         
                                                                                  /s/ C. Robert Henrikson
                                                                                                    




                                                                                    C. Robert Henrikson
                                                                                  Chairman, President and
                                                                                  Chief Executive Officer

     A signed original of this written statement required by Section 906 has been provided to MetLife, Inc. and will 
be retained by MetLife, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

                                                             

                                                                                                          Exhibit 32.2 

                                         SECTION 906 CERTIFICATION
     CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE 
UNITED STATES CODE
     I, William J. Wheeler, certify that (i) MetLife, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2010 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, and (ii) the information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of MetLife, Inc.
Date: February 24, 2011
                                                                                                                         
                                                                                   /s/ William J. Wheeler
                                                                                                    




                                                                                     William J. Wheeler
                                                                                Executive Vice President and
                                                                                   Chief Financial Officer

     A signed original of this written statement required by Section 906 has been provided to MetLife, Inc. and will 
be retained by MetLife, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

                                                          

								
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