Winn-Dixie Stores, Inc. and Subsidiaries - Page 22




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                    * * *                                                             
               3.   * * *[Petitioner] completes at least one                          
                    Individual Life Insurance Application for each                    
                    defined class of covered employees.                               
               4.   The aggregate number of employees within each                     
                    defined class of covered employees, on the                        
                    effective date of coverage, totals at least 2,000                 
                    lives.                                                            
               5.   The minimum annual premium for each covered                       
                    employee is $3,000 and the maximum annual premium                 
                    for each covered employee is $16,667.                             
               6.   AIG Life determines that each defined class of                    
                    covered employees identified on the attached                      
                    Client Master Information Form and each employee                  
                    identified on the Certification of Employee Census                
                    are acceptable for underwriting purposes and that                 
                    the amounts of coverage applied for are                           
                    acceptable.                                                       
          In addition, the Letter of Understanding required that petitioner           
          acknowledge and agree with the following:                                   
               1.   This Letter of Understanding and attached Exhibits                
                    A and B contain the entire agreement between the                  
                    parties and supersedes all previous agreements                    
                    entered into between Client and AIG Life, or                      
                    promises made with regard to the subject matter of                
                    this letter.                                                      
               2.   * * * [Petitioner] has reviewed with its own legal                
                    and tax advisors all present and future                           
                    implications of its ownership of the Policies,                    
                    including, but not limited to, the tax                            
                    consequences of loans and/or withdrawals from the                 
                    Policies and the deductibility thereof, and that                  
                    it has not relied upon any representations of AIG                 

          certification, and that petitioner notify and obtain consent from           
          each employee on the census that insurance is to be issued on his           
          or her life.                                                                





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Last modified: May 25, 2011